UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

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THE BOEING COMPANY

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Notice of 2010 Annual Meeting and Proxy Statement

Chicago, Illinois

March 15, 201018, 2011

Dear Shareholders,Fellow Shareholder,

I am pleased to invite youYou are cordially invited to attend The Boeing Company’s 20102011 Annual Meeting of Shareholders to be held on Monday, April 26, 2010May 2, 2011, at 10:00 a.m., Central Daylight Time, at The Field Museum, 1400 South Lake Shore Drive, Chicago, Illinois.

The annual meeting will begin with a report on our operations, followed by discussion and voting onconsideration of the matters set forth in the accompanying notice of annual meeting and proxy statementstatement.

We are extremely grateful for the valuable contributions of Mr. John H. Biggs, who served more than 13 years on our Board of Directors and discussionwill retire at the meeting, and Mr. William M. Daley, who resigned from our Board of any other business matters properly brought before the meeting.

Directors in January in order to serve as White House Chief of Staff. We are very pleased that Mr. David L. Calhoun, Chief Executive OfficerEdward M. Liddy, Partner of The Nielsen Company, Admiral Edmund P. Giambastiani, Jr., Seventh ViceClayton, Dubilier & Rice, LLC, and Mr. Ronald A. Williams, Chairman of the U.S. Joint Chiefs of Staff, and Ambassador Susan C. Schwab, former U.S. Trade Representative,Aetna Inc., are new nominees for the Board this year.

Your vote is important. To make it easierThank you for you to vote your shares, you have the choiceongoing support of voting over the Internet, by telephone, or by completing and returning the enclosed proxy card. The proxy card describes your voting options in more detail.Boeing Company.

Very Truly Yours,

W. James McNerney, Jr.

Chairman of the Board, President and

Chief Executive Officer

Notice of 2011 Annual Meeting of Shareholders

The Boeing Company’s 20102011 Annual Meeting of Shareholders will be held on Monday, April 26, 2010, beginningMay 2, 2011, at 10:00 a.m., Central time,Daylight Time, at The Field Museum, 1400 South Lake Shore Drive in Chicago, Illinois 60605-2496. Registration will begin at 8:30 a.m. The items of business are:At the meeting, our shareholders will be asked to:

Holders of our common stock of record at the close of business on February 26, 2010March 3, 2011 are entitled to vote at the annual meeting.meeting and any postponement or adjournment thereof.

Your vote is important and we encourage you to vote your shares promptly, whether or not you plan to attend the annual meeting. You may vote by internet, telephone or mail. Please see “Frequently Asked Questions Aboutabout Voting” beginning on page 1 of the proxy statement for more information on how to vote your shares.vote.

By Order of the Board of Directors,

Michael F. Lohr

Corporate Secretary

March 18, 2011

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 26, 2010:May 2, 2011: This Notice of Annual Meeting and Proxy Statement and the 20092010 Annual Report are available at www.edocumentview.com/ba.

20102011 Proxy Statement

Table of Contents

General Information

This proxy statement is issued in connection with the solicitation of a proxy on the enclosed formproxies by the Board of Directors of The Boeing Company for use at the 20102011 Annual Meeting of Shareholders. WeShareholders and at any adjournment or postponement thereof. On or about March 18, 2011, we will begin distributing this proxy statement, a form of proxy and the 2009our 2010 annual report on or about March 15, 2010.

to shareholders entitled to vote at the meeting. Shares represented by a properly executed proxy will be voted at the annual meeting and, when instructions are given by the shareholder, will be voted in accordance with those instructions. If a proxy is executed and returned but no instructions are given,provided by the shares will be voted according to the recommendations of the Board of Directors. The Board recommends a vote FOR Item Nos. 1 and 2 and AGAINST Item Nos. 3 through 7.shareholder.

Frequently Asked Questions Aboutabout Voting

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

Why is it so important that I promptly vote my shares?

We value the input of our shareholders on important questions facing the company. In addition, ifCompany. Regardless of the number of shares you hold your shares through a broker, new NYSE rules this year preclude brokers from voting your shares absent your instruction. Your failure to vote this year will require us to incur additional solicitation costs. In addition, only if you vote can your voice be heard on important Boeing matters.Whetherand whether or not you plan to attend the annual meeting, we encourage you to vote your shares as soon as possible to ensure that your vote is recorded promptly and so that we can avoid additional solicitation costs.

How may I vote my shares?

Beneficial Shareholders.    If you hold yourown shares through a broker, bank or other holder of record, you are not a registered shareholder.must instruct the holder of record how to vote your shares. In order to voteprovide voting instructions to the holder of record of your shares, please refer to the materials forwarded by your broker, bank or other holder of record for instructions on how to voterecord. Many brokers provide the shares you hold as a beneficial shareholder.option of voting by internet at www.proxyvote.com or by calling 1-800-454-8683.

Registered Shareholders.    If you holdown shares that are registered in your own name, you may vote by proxy before the annual meeting via the Internetby internet at www.envisionreports.com/ba, by calling l-800-652-VOTE (8683) or by signing and returning a proxy card. Proxies submitted via the Internetby internet or by telephone must be received by 10:00 a.m., Central time,Daylight Time, on April 26, 2010.May 2, 2011. If you return a signed proxy card but do not provide voting instructions for some or all of the matters to be voted on, your shares will be voted on all uninstructed matters in accordance with the recommendations of the Board of Directors.

The Boeing Company Voluntary Investment Plan Participants.    If you are or were an employee and you have an interest in Boeing stock through participation in The Boeing Company Voluntary Investment Plan (the “VIP”), which is a 401(k) plan, you do not have actual ownership of the shares held in the VIP (the “Plan Shares”). The Plan Shares are registered in the name of the trustee. As a VIP participant, you have been allocated interests in the Plan Shares and may instruct the trustee how to vote those interests by submitting a proxy online, by telephoneinternet at www.envisionreports.com/ba, calling l-800-652-VOTE (8683) or by mail.signing and returning a proxy card. However, you may not vote Plan Shares in person at the annual meeting. The number of shares of Boeing stock shown on your proxy card includes all shares registered sharesin your name and all Plan Shares in which you have an interest. In order to allow sufficient time for the trustee to tabulate the vote of the Plan Shares, your proxy instructions must be received by the trustee no later than 10:59 p.m., Central time,Daylight Time, on April 21, 2010.27, 2011.

If you do not timely submit voting instructions, the trustee will vote your Plan Shares in accordance with the terms of the VIP, which means the Plan Shares will be voted in the same manner and proportion as the Plan Shares with respect to which voting instructions have been timely received, unless contrary to applicable law. If

you return a signed proxy card that covers Plan Shares but do not indicate how you would likeprovide voting instructions for some or all of the proxymatters to be voted on, the proposals listed on the card, youyour shares will be deemed to have instructed the trustee to votevoted on all uninstructed matters in accordance with the recommendations of the Board of Directors.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

May I change or revoke my vote?

Beneficial Shareholders.Beneficial shareholders should contact their broker, bank or other holder of record for instructions on how to change their vote.

Registered Shareholders.    Registered shareholders may change a properly executed proxy at any time before its exercise by:

The Boeing Company Voluntary Investment Plan Participants.    VIP participants may change a properly executed proxy at any time before 10:59 p.m., Central time,Daylight Time, on April 21, 201027, 2011 by submitting a proxy that is dated later datedthan the original proxy online, by internet, telephone or by mail to the trustee.mail. VIP participants cannot revokechange their voting instructions in person at the annual meeting because the trustee will not be present.

What vote is required to approve each proposal?

Each share of Boeing stock entitles the holder to one vote on each proposal presented for shareholder action.

Item No. 1: Election of Directors.Directors (Item No. 1).    The Board of Directors has adopted a majority vote standard in uncontested director elections. Because we did not receive advance notice under our By-Laws of any shareholder nominees for director, the 2010this election of directors is an uncontested election. To be elected in an uncontested election, a director nominee must receive more “For” votes than “Against” votes. Abstentions and “broker non-votes” will have no effect on the election of directors because only votes “For” or “Against” a nominee will be counted.

ItemRecommendation on the Frequency of Advisory Votes on Executive Compensation (Item No. 3).    Shareholders may vote for “ONE YEAR,” “TWO YEARS” or “THREE YEARS,” or may abstain from voting. The option of one year, two years or three years that receives a majority of all the votes cast by shareholders will be the frequency for the advisory vote on executive compensation selected by our shareholders. In the absence of a majority of votes cast in support of any one frequency, the option of one year, two years or three years that receives the greatest number of votes will be considered the frequency selected by our shareholders. This vote is advisory in nature and therefore not binding on the Company. However, our Board of Directors will consider the outcome of this vote in its future deliberations. Abstentions and “broker non-votes” will have no effect on this vote.

All Other Proposals (Item Nos. 2 and 4 through 7: Proposals other than the Election of Directors.9).        With respect to each of the proposals other than the election of directors, shareholdersShareholders may vote “For” or “Against” each of the proposal,other proposals, or may abstain from voting. Delaware law requires the affirmative vote of the majority of shares present in person or by proxy and entitled to vote at the annual meeting for the approval of Item Nos. 2 and 4 through 7.9. Item Nos. 2 and 4 through 9 are advisory votes and therefore not binding on the Company. However, our Board of Directors will consider the outcome of these votes in its future deliberations. A shareholder who signs and submits a proxy is “present,” so an abstention will have the same effect as a vote “Against” Item Nos. 2 and 4 through 7.9. “Broker non-votes,” if any, will have no effect on Item Nos. 2 and 4 through 9.

What are “broker non-votes” and why is it so important that I submit my voting instructions for shares I hold as a beneficial shareholder?

Under the rules of the NYSE, ifIf a broker or other financial institution holds your shares in its name and you do not provide your voting instructions to them,it, New York Stock Exchange, or NYSE, rules allow that firm has discretion to vote your shares for certainonly on routine matters. Item No. 2,4, the ratification of the appointment of our independent auditor for 2011, is athe only routine matter.

Onmatter for consideration at the meeting. For all matters other hand, the broker or other financial institution that holds your shares in its name does not have discretionthan Item No. 4, you must submit voting instructions to vote your shares for non-routine matters. The election of directors (Item No. 1) and Item Nos. 3 through 7 are non-routine matters and the firm that holds your shares in its name may notif you want your vote to count on those items absent your instruction.such matters. When a firm votes a client’s shares on some but not all of the proposals, at the annual meeting, the missing votes are referred to as “broker non-votes.” Those shares will be included in determining the presence of a quorum at the annual meeting but are not considered “present” for purposes of voting on the non-routine items.

Election of Directors (Item No. 1)

AtUpon the 2010 Annual Meeting,recommendation of our Governance, Organization and Nominating Committee, which we refer to as the GON Committee, our Board has nominated each of the 12 directors arepersons listed below to be electedserve as director for a one-year term.term or until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. Each of the nominees currently serves as a Boeing director. Each director nominee in this uncontested election will be elected if he or she receives more “For” votes than “Against” votes. Each nominee elected as a director will continue in office until the 2011 Annual Meeting and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board of Directors may designate, unless the Board chooses to reduce the number of directors.

The Governance, Organization and Nominating Committee of the Board of Directors, which we refer to as the GON Committee, is responsible for making recommendations to the Board concerning nominees for election as directors and nominees for Board vacancies. When assessing a director candidate’s qualifications, the GON Committee considers the candidate’s expertise (includingexperience in areas such as operations, international experience and industry background), independence, and integrity, as well as skills relating to operations,business, manufacturing, finance, government, marketing, technology and public policy. In addition,policy, as well as other factors such as independence, absence of conflicts of interest, diversity and age. As required by our Corporate Governance Principles, directors should have a reputation for personal and professional integrity, honesty and adherence to the highest ethical standards, and be committed to acting in the long-term interests of all shareholders. The GON Committee looks atalso assesses the overall composition of the Board and howwhether a potential director candidate would contribute to the overall synergy and collaborative process of the Board. The GON Committee has not established specific minimum eligibility requirementsWhen evaluating the suitability of an incumbent director for candidates other than integrity, the commitment to act in the best interests of all shareholders, requirements relating to age and ensuring that a substantial majority of the Board remains independent. Mr. Calhoun and Admiral Giambastiani were referred tore-election, the GON Committee by a third-party search firm, and Ambassador Schwab was recommendedalso considers the ongoing contributions of the director to the GON Committee by a nonemployee director.Board. Our Corporate Governance Principles provide that no one may be nominated for election or otherwise be eligible for service on the Board if he or she would be 74 or older at time of election. In accordance with this provision of our Corporate Governance Principles, John H. Biggs will retire at the end of his term upon the election of directors at the annual meeting. See our Corporate Governance Principles, which are set forth in Appendix 1 to this proxy statement, for additional information on the selection of director candidates.

In addition to the considerations described above, our Corporate Governance Principles mandate that theThe GON Committee considerconsiders diversity in its evaluation of candidates for Board membership.membership and in its annual review of the composition of the Board as a whole. The Board believes that diversity with respect to factors such as background, experience skills, race, gender and national originsuch other factors as are set forth in our Corporate Governance Principles is an important consideration in board composition. The GON Committee discusses diversity considerations in connection with each candidate, as well as on a periodic basis in connection with the composition of the Board as a whole. In addition, both the GON Committee and the Board conduct formal self-evaluations each year that include an assessment of whether the GON Committee and the Board have adequately considered diversity, among other factors, in identifying and discussing director candidates. The GON Committee believes that, as a group, the nominees listed below bring a diverse range of backgrounds, experiences and perspectives to the Board’s deliberations.

Mr. Liddy joined our Board in June 2010 and was identified by the GON Committee as a potential candidate based on his service on our Board from 2007 to 2008. Mr. Williams joined our Board in December 2010 and was referred to the GON Committee by a third-party search firm.

Set forth below is information with respect to the nominees, including their recent employment or principal occupation and business experience for at least the past five years, a summary of their specific experience, qualifications, attributes or skills that led to the conclusion that they are qualified to serve as a director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, their period of service as a Boeing director and their age.age as of March 18, 2011.

John H. BiggsE. Bryson Age 73 Director since 1997		Former Chairman, President and Chief Executive Officer, Teachers Insurance and Annuity Association-College Retirement Equities Fund (TIAA-CREF).Mr. Biggs served as Chairman and Chief Executive Officer of TIAA-CREF (national teachers’ pension fund) from January 1993 until November 2002. Mr. Biggs is a director of the National Bureau of Economic Research and the Pension Rights Center in Washington, D.C. and a trustee of Washington University in St. Louis and The Danforth Foundation. He is also a member of the Board of Emeriti and the Chairman of the Washington University Investment Management Company. Mr. Biggs has served more than 12 years on our Board. Mr. Biggs is a recognized expert in U.S. corporate governance, having served as an Executive-in-Residence at New York University’s Stern School of Business since 2005, where he has taught classes in corporate governance. Mr. Biggs also has significant experience with accounting and financial reporting and oversight matters. For example, in addition to the experience described above, Mr. Biggs served for five years on the Advisory Committee to the Public Company Accounting Oversight Board and as a trustee of the foundations overseeing the Financial Accounting Standards Board and the International Accounting Standards Committee. Mr. Biggs’ fellow directors have elected him as Chair of Boeing’s Audit Committee due in part to his significant qualifications in this area, which also include prior service as Vice Chair of the JPMorgan Chase Audit Committee. The Board has determined that he is an “audit committee financial expert” as defined by SEC rules. Mr. Biggs is Chair of the Audit Committee and a member of the Finance Committee.
John E. Bryson Age 6667 Director since 1995		Senior Advisor, Kohlberg Kravis Roberts & Co. (KKR),; Retired Chairman of the Board and Chief Executive Officer, Edison International. Mr. Bryson has served since August 2008 as Senior Advisor to KKR (private equity). He served as Chairman, President and CEOChief Executive Officer of Edison International (electric power generator and distributor), the parent company of Southern California Edison, from October 1990 untilto July 2008. Mr. Bryson is also serves on the boardsboard of The Walt Disney Company and CODA Automotive.Company. He is a trustee of the California Institute of Technology, a director of the W.M. Keck Foundation and The California Endowment, and chairmanChairman of the Pacific Council on International Policy.   Mr. Bryson is our longest-serving director, and he brings to theour Board a broad array of institutional knowledge and a historical perspective. Mr. Bryson has served on our Board for more than 1516 years, and has participated asbeen a member onof all four of our principal standing committees. Based on his experience at Edison International and The Walt Disney Company, which is described above, Mr. Bryson is able to deliver important insights to our management and other directors on subjects ranging from executive compensation and corporate governance to corporate strategy and management oversight. As a result of his prior leadership responsibilities, management expertise and independence, Mr. Bryson’s fellow directors have elected him to serve as Chair of Boeing’s Compensation Committee. Finally, Mr. Bryson provides expert, independent advice to Boeing on energy, natural resources and environmental matters. His experience in this area includes his role as an initial founder of the Natural Resources Defense Council and current service on the Secretary General of the United Nations Secretary General’s Advisory Group on Energy and Climate Change.   Mr. Bryson is Chaira member of the Compensation Committee and a member of the Governance, Organization and Nominating Committee.

David L. Calhoun Age 5253 Director since 2009		Chairman of theChief Executive BoardOfficer and Executive Director, Nielsen Holdings N.V.Mr. Calhoun has served as Chief Executive Officer of The Nielsen Company. Mr. Calhoun has servedHoldings N.V. (marketing and media information) since 2006May 2010, as Executive Director of Nielsen Holdings N.V. since its initial public offering in January 2011 and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company (marketing and media information).since August 2006. Previously, Mr. Calhoun served as Vice Chairman of General Electric Company and President &and Chief Executive Officer of GE Infrastructure. Before that, Mr. Calhoun served as President and Chief Executive Officer of GE Transportation; President and Chief Executive Officer of GE Aircraft Engines; President and Chief Executive Officer of Employers Reinsurance Corporation; President and Chief Executive Officer of GE Lighting; and President and Chief Executive Officer of GE Transportation Systems. Mr. Calhoun also serves on the board of directors of Medtronic, Inc. and the National Underground Freedom Center. He is Co-Chairman of the Campaign for Virginia Tech.Tech and a director of the National Underground Railroad Freedom Center.   Mr. Calhoun is one of our newest directors, and has proven to be an important contributor to Board deliberations on many matters. Mr. Calhoun provides valuable insight and perspective on general strategic and business matters, stemming from his extensivevast executive and management experience with Nielsen and GE. Mr. Calhoun also has significant aerospace, aircraft and aircrafthigh-technology industry expertise as evidenced by his leadership of GE’s aircraft engines business.and transportation businesses. Finally, Mr. Calhoun serves on the audit committee of Medtronic, Inc. and has extensive financial and accounting skills, as a result of which the Board has determined that he is an “auditaudit committee financial expert”expert as defined by SEC rules.   Mr. Calhoun is a member of the Audit Committee and the Finance Committee.

Arthur D. Collins, Jr. Age 6263 Director since 2007		Senior Advisor, Oak Hill Capital Partners,Partners; Retired Chairman of the Board and Chief Executive Officer, Medtronic, Inc. Mr. Collins has served since April 2009 as Senior Advisor to Oak Hill Capital Partners (private equity). Previously, he served as Chairman of the Board of Medtronic, Inc. (medical device and technology) from April 2002 to August 2008. At Medtronic, Mr. Collins was also Chairman and Chief Executive Officer from MayApril 2002 to August 2007, President and Chief Executive Officer from AprilMay 2001 to MayApril 2002, President and Chief Operating Officer from August 1996 to April 2001, Chief Operating Officer from January 1994 to August 1996, and Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of Abbott from May 1984 to October 1989. Mr. Collins is also serves on the boardboards of US Bancorp andAlcoa Inc., Cargill, Inc. and U.S. Bancorp. He is a member of the Board of Overseers of The Wharton School at the University of Pennsylvania.   Mr. Collins provides independent guidance to theour Board on a wide variety of general corporate and strategic matters based on his extensive executive experience and broad business background.experience. Mr. Collins also brings the perspective of an experienceda member of multiple corporate boards, including as chair of theU.S. Bancorp’s governance committee and as a member of theits compensation committee of the board of US Bancorp.committee. In addition, Mr. Collins’ years of executive leadership at Medtronic allowsallow us to benefit from his experience managing the operations of a large, global, high-technology company. In recognition of Mr. Collins’ skills in corporate finance, strategic and accounting matters, the Board has elected Mr. Collins to serve as the Chair of the Finance Committee and has determined that he is an “auditaudit committee financial expert”expert as defined by SEC rules.   Mr. Collins is Chair of the Finance Committee and a member of the Audit Committee.

Linda Z. Cook Age 5152 Director since 2003		Retired Executive Director, Royal Dutch Shell plc. Ms. Cook served as Executive Director of Royal Dutch Shell plc (oil, gas and petroleum) from August 2004 untilto December 2009 with executive responsibilities for global natural gas, trading and technology. She also served as a member of the Royal Dutch Shell board of directors. Previously, she served as President and Chief Executive Officer and a member of the board of directors of Shell Canada Limited from August 2003 untilto August 2004. She served as Chief Executive Officer for Shell Gas & Power from January 2000 throughto July 2003. Ms. Cook is a directoralso serves on the board of Cargill, Inc. andShe is a member of the Society of Petroleum Engineers, the China Development Forum, the Board of Trustees for the University of Kansas Endowment Association and the Advisory Board for the University of Texas Energy Institute.   Ms. Cook’s extensive senior management and board experience at Royal Dutch Shell positionsenables her to advise management on a wide range of strategic, financial and governance matters. Ms. Cook also has extensivevast international business experience, which has proven to be valuable given Boeing’s extensivenumerous relationships with non-U.S. suppliers and customers. Ms. Cook has an engineering background, and her expertise in this area is invaluable to the Board’s deliberations with respect to project management and the many technical and high-technology aspects of our businesses. Ms. CookCook’s demonstrated leadership in corporate governance matters at Royal Dutch Shell also has extensive knowledge of finance and accounting matters, asenables her to serve a result of which the Board has determined that she is an “audit committee financial expert” as defined by SEC rules.key role on our GON Committee.   Ms. Cook is a member of the AuditCompensation Committee and the Finance Committee.
William M. Daley Age 61 Director since 2006		Vice ChairmanGovernance, Organization and Head of the Office of Corporate Responsibility and Chairman of the Midwest Region for JPMorgan Chase & Co. Mr. Daley has served as Vice Chairman and Head of the Office of Corporate Responsibility for JPMorgan Chase & Co. (banking and financial services) and on its Operating Committee since June 2007. He has also served as Chairman of the Midwest Region for JPMorgan Chase & Co. and on its Executive Committee and International Committee since May 2004. He served as the U.S. Secretary of Commerce from January 1997 to June 2000. Mr. Daley served as President, SBC Communications, Inc. (diversified telecommunications) from December 2001 to May 2004. He was Vice Chairman of Evercore Capital Partners L.P. from January to November 2001. From June to December 2000, Mr. Daley served as Chairman of Vice President Albert Gore, Jr.’s 2000 presidential election campaign. Mr. Daley is also on the board of Abbott Laboratories and served on the board of Boston Properties, Inc. from 2003 until 2007. Mr. Daley brings to our Board a wide range of experience in leadership positions in both the public and private sectors. His tenure as President Clinton’s Secretary of Commerce enables Mr. Daley to share unique insights both with respect to Boeing’s government relations and its extensive international trade operations. Given Boeing’s extensive relationships with non-U.S. suppliers and customers, Mr. Daley’s experience in international business matters is particularly valuable to the Board and senior management. Mr. Daley also has significant experience in the areas of governmental affairs, corporate charitable giving and global corporate citizenship. Finally, Mr. Daley’s other board service, including as a member of the compensation committee of Abbott Laboratories, and experiences as former President of SBC Communications enable him to provide effective oversight of management and insight into a wide variety of strategic, corporate governance and financial matters. Mr. Daley is a member of the Finance Committee and the Special ProgramsNominating Committee.

Kenneth M. Duberstein Age 6566 Director since 1997		Chairman and Chief Executive Officer, The Duberstein Group.Mr. Duberstein has served as Chairman and Chief Executive Officer of The Duberstein Group (consulting) since 1989. He was White House Chief of Staff infrom 1988 andto 1989. Mr. Duberstein is also serves on the boards of ConocoPhillips, Mack-Cali Realty Corporation and The Travelers Companies, Inc. and served on the boards of Fannie Mae from 1998 untilto 2007 and Collegiate Funding Services, Inc. from 2004 untilto 2007.   Mr. Duberstein has been a member of our Board for more than 1213 years and since 2005 has providedprovides independent leadership to our Board as our Lead Director. In addition to having extensive knowledge of Boeing and its businesses, Mr. Duberstein brings to the Board a wide range of experience both with respect toin U.S. government and international matters and experience as a member of other Fortune 500 boards. Mr. Duberstein’s extensive experience both in the highest levels of the U.S. government and as an outside strategic advisor allows him to advise the Board and senior management on key issues of corporate strategy, as well as a wide range of other issues directly related to Boeing’s government interactions. In recognition of Mr. Duberstein’s skills in overseeing Boeing’s corporate governance policies and practices as well as his overall leadership abilities, his fellow directors elected him both as Lead Director and as Chair of Boeing’sthe Governance, Organization and Nominating Committee.   Mr. Duberstein is the Lead Director, Chair of the Governance, Organization and Nominating Committee and a member of the Compensation Committee.
Edmund P. Giambastiani, Jr. Age 6062 Director since 2009		Seventh Vice Chairman of the U.S. Joint Chiefs of Staff (2005-2007) and former; Former NATO Supreme Allied Commander Transformation (2003-2005) and;Former Commander, U.S. Joint Forces Command (2002-2005). Admiral Giambastiani is a career U.S. Navy nuclear submarine officer with extensive operational experience, including command at the submarine, squadron and fleet level. His staff experience includes service as the co-ChairmanCo-Chairman of the Defense Acquisition Board and the Chairman of the Joint Requirements Oversight Council. He currentlyAdmiral Giambastiani also serves on the boards of Monster Worldwide SRA International and QinetiQ Group PLC. He also served on the board of SRA International, Inc. from 2008 to 2010 and as the non-executive Chairman of Alenia North America, Inc. from January 2008 until Septemberto 2009.   Admiral Giambastiani is one of our newest directors, and is already providing key insights to senior management and our Board on a wide range of subjects. During his distinguished U.S. military career of over 40 years, Admiral Giambastiani developed extensive operational and engineering experience that fits well withcomplements Boeing’s high-technology business needs. Admiral Giambastiani also has extensivea wealth of experience with program development, program resourcing and other aspects of managing major U.S. armed forces acquisition programs. Each of these skills enables Admiral Giambastianihim to provide expert advice to senior management and his fellow directors on a range of technical and operational matters.matters, including in his capacity as a member of the Special Programs Committee. Admiral Giambastiani also has extensive strategy development experience and experience as a senior military leader both ofin strategy development, which enhanceenhances the Board’s management oversight resources.   Admiral Giambastiani is a member of the Audit Committee, the Finance Committee and the Special Programs Committee.

Edward M. Liddy Age 65 Director since 2010		Partner, Clayton, Dubilier & Rice, LLC. Mr. Liddy served as a partner at Clayton, Dubilier & Rice, LLC (private equity) from April to September 2008 and rejoined the firm in January 2010. At the request of the Secretary of the U.S. Department of the Treasury, Mr. Liddy served as Interim Chairman and Chief Executive Officer of American International Group, Inc. (insurance and financial services holding company) from September 2008 to August 2009. He served as Chairman of the Board of The Allstate Corporation (insurance) from January 1999 to April 2008. At Allstate, Mr. Liddy also served as Chief Executive Officer from January 1999 to December 2006 and as President and Chief Operating Officer from August 1994 to December 1998. Mr. Liddy also serves on the boards of 3M Company and Abbott Laboratories and served on the boards of Boeing from 2007 to 2008, The Goldman Sachs Group, Inc. from 2003 to 2008 and The Kroger Co. from 1996 to 2006. Mr. Liddy brings to our Board the benefits of his vast experience as a senior executive and board member of multiple Fortune 100 companies across a range of industries. Mr. Liddy’s executive leadership experience at Allstate, American International Group and Sears, Roebuck & Co. enables him to provide our Board with valuable insights on corporate strategy, risk management, corporate governance and many other issues facing large, global enterprises. In addition, Mr. Liddy’s service as Chief Financial Officer of Sears, Roebuck & Co., chair of the audit committee of Goldman Sachs and a member of the audit committee of 3M gives him particular expertise in accounting, corporate finance, and financial reporting. The Board has determined that Mr. Liddy is an audit committee financial expert as defined by SEC rules. Mr. Liddy is a member of the Audit Committee and the Finance Committee.
John F. McDonnell Age 7173 Director since 1997		Retired Chairman, McDonnell Douglas Corporation. Mr. McDonnell served as Chairman of McDonnell Douglas Corporation (aerospace) from 1988 until its merger with Boeing in 1997, and as its Chief Executive Officer from 1988 to 1994. He is Vice Chairman ofserves on the boardboards of Washington University and of the Donald Danforth Plant Science Center.   During his more than 13 years of service on our Board, Mr. McDonnell has servedparticipated as a member of all four of our Board and its fourprincipal standing committees throughout his more than 12 years of Board service.committees. Mr. McDonnell has unparalleled experience in and knowledge of the commercial and military aerospace industries. Mr. McDonnell provides the Board with a rare combination of historical industry perspective and an extensive understanding of the industry’s current challenges and opportunities, both as an industry leader and experienced business person. Mr. McDonnell also has extensivesignificant senior management experience, which supports the Board’s management oversight role as well as its commitment to oversee and direct corporate strategy. As a result of his prior leadership responsibilities, management expertise and independence, Mr. McDonnell’s fellow directors have elected him to serve as Chair of the Compensation Committee.   Mr. McDonnell is a memberChair of the Compensation Committee and a member of the Governance, Organization and Nominating Committee.

W. James McNerney, Jr. Age 6061 Director since 2001		Chairman, President and Chief Executive Officer, The Boeing Company.Mr. McNerney has served as Chairman, President and Chief Executive Officer of The Boeing Company since July 1, 2005. Previously, he served four and a half years as Chairman and Chief Executive Officer of 3M Company (diversified technology). from January 2001 to June 2005. Beginning in 1982, he served in management positions at General Electric Company, his most recent being President and Chief Executive Officer of GE Aircraft Engines from 1997 to 2000. Mr. McNerney isalso serves on the boards of The Procter & Gamble Company and IBM.International Business Machines Corporation. He is alsoChair of President Obama’s Export Council and a member of various business and educational organizations.   Mr. McNerney serves a key leadership role on the Board, provides the Board with an in-depth knowledge of each of Boeing’s businesses, industry challenges and opportunities, and communicates management’s perspective on important matters to the Board. In addition to his extensive senior management experience at both Boeing, 3M and elsewhere,GE, Mr. McNerney brings to the Board experience as an independent director of other Fortune 100 companies, including service as Presiding Director of Procter & Gamble and as a member of the audit committee of IBM. This extensive leadership experience enables Mr. McNerney to play a key role in all matters involving our Board, and positions him well to act not only as the Board’s Chair,Chairman, but also as the principal intermediary between management and the independent directors of our Board.   Mr. McNerney is Chair of the Special Programs Committee.

Susan C. Schwab Age 5455 Director since 2010		Professor, University of Maryland School of Public Policy.Policy; Former U.S. Trade Representative. Ambassador Schwab has been a Professor at the University of Maryland School of Public Policy since January 2009 and a strategic advisor to Mayer Brown, LLP (global law firm) since March 2010. Ambassador Schwab served as U.S. Trade Representative from June 2006 to January 2009 and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, Ambassador Schwab served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. Ambassador Schwab also serves on the boards of Caterpillar Inc. and FedEx Corporation and served on the boards of Calpine Corporation from 1997 to 2005, Adams Express Company from 2000 to 2005 and Petroleum Resources Corp. from 2000 to 2005.Corporation.   Ambassador Schwab is our newest director, and brings unique global and governmental perspectives to the Board’s deliberations. Ambassador Schwab’s extensive experience leading large international trade negotiations positions her well to advise her fellow directors and our senior management on a wide range of key issues facing Boeing through its relationships with non-U.S. companies and governments. Ambassador Schwab’s experience in the U.S. government also allows her to advise Boeing in facingon the many challenges and opportunities that relate to government interactions. As a result of Ambassador Schwab’s prior business experience and current service on other Fortune 100 corporate boards, including as a member of the compensation committee of FedEx Corporation, also deepen Boeing’s perspectivesshe brings expertise to the Board on a wide range of strategic, operational, and corporate governance and compensation matters.   Ambassador Schwab is a member of the Audit Committee and the Finance Committee.

Ronald A. Williams Age 61 Director since 2010		Chairman, Aetna Inc. Mr. Williams has served as Chairman of Aetna Inc. (managed care and health insurance) since October 2006, having previously served as Chief Executive Officer from February 2006 until November 2010, President from May 2002 until July 2007 and Executive Vice President and Chief of Health Operations from March 2001 until May 2002. He will retire as Chairman of Aetna in April 2011, at which time he will provide consulting services to Aetna. Mr. Williams also serves on the board of American Express Company and served on the board of Lucent Technologies, Inc. from 2003 to 2006. Mr. Williams is our newest director and brings to our Board significant leadership, operations and management experience from his tenure at Aetna, including as Chairman and Chief Executive Officer. With more than 25 years of experience in the health care industry, Mr. Williams provides valuable insight into the health insurance and employee benefits industry. In addition, his service on the audit and risk committee of American Express has enhanced his expertise in the areas of financial reporting, internal controls and risk management for large, complex companies, which led to the Board’s determination that he is an audit committee financial expert as defined by SEC rules. Mr. Williams is a member of the Audit Committee and the Finance Committee.
Mike S. Zafirovski Age 5657 Director since 2004		Former President and Chief Executive Officer, Nortel Networks Corporation.Mr. Zafirovski served as Director, President and Chief Executive Officer of Nortel Networks Corporation (telecommunications) from November 2005 throughto August 2009. Previously, Mr. Zafirovski was Director, President and Chief Operating Officer of Motorola, Inc. (global communications) from July 2002 to January 2005, and remained a consultant to and a director of Motorola until May 2005. He served as Executive Vice President and President of the Personal Communications Sector (mobile devices) of Motorola from June 2000 to July 2002. Prior to joining Motorola, Mr. Zafirovski spent nearly 25 years with General Electric Company, where he served in management positions, including 13 years as President and CEOChief Executive Officer of five businesses in the industrial and financial services arenas, his most recent being President and CEOChief Executive Officer of GE Lighting from July 1999 to May 2000.   Mr. Zafirovski provides independent guidance to theour Board on a wide variety of general strategic and business matters based on his vast experience leading high-technology enterprises with significant international operations. Mr. Zafirovski’s leadership at Nortel and Motorola also allowsenable him to provide unique perspectives on high-technologystrategic planning, technology development and security matters. Mr. Zafirovski also has an extensive background in financial services industry leadership, which provides the Board with key expertise in financial matters. Mr. Zafirovski has a track record of emphasizing strong corporate governance and quality leadership teams throughout his career, which is particularly valuable given his service as a member of our Governance, Organization and Nominating Committee.   Mr. Zafirovski is a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR EACH OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.DIRECTOR.

Corporate Governance

Corporate Governance Principles

The Board of Directors has adopted policies and procedures to ensure effective governance of the company.Company. Our corporate governance materials, including our Corporate Governance Principles, (which are set forth in Appendix 1 to this proxy statement), the charters of each of the Board’s standing committees, of the Board, our Director Independence Standards and our codes of conduct for directors, finance employees and all employees, andas well as information regarding securities transactions by our directors and officers, may be viewed in the corporate governance section of our website at www.boeing.com/corp_gov/. We will also provide written copies of any of the foregoing information in print without charge upon written request to the Office of the Corporate Secretary, Boeing Corporate Offices, 100 North Riverside Plaza, MC 5003-1001, Chicago, Illinois 60606-1596.

The GON Committee periodically reviews our Corporate Governance Principles on a regular basis and proposes modifications to the principles and other key governance practices as warranted for adoption by the Board.

Board Composition, Responsibilities and Leadership Structure

The Board of Directors is responsible for overseeing the affairs of the company. TheCompany. During 2010, the Board held 10eight meetings, during 2009.and the five standing committees held a total of 33 meetings. Each incumbent director attended at leastmore than 85% of the meetings of the Board and the committees on which he or she served during 2009. Directors2010, and average attendance at these meetings exceeded 97%. Absent extenuating circumstances, directors are expectedrequired to attend our annual meetingmeetings of shareholders, and all directors then serving attended the 20092010 Annual Meeting. Following the 2010retirement of Mr. Biggs upon the election of directors at the 2011 Annual Meeting, the Board will consist ofbe reduced to 12 directors. Our By-Laws provide however, that the Board may increase or decrease the size of the Board and fill any vacancies.

The Board has determined that the appropriate leadership structure for the Board at this time is for Mr. McNerney, our President and Chief Executive Officer, to serve as Chairman of the Board, while also selecting a Lead Director—currently, Mr. Duberstein—to provide independent leadership. Our Lead Director is elected annually by a majority of the independent directors upon a recommendation from the GON Committee. Our Lead Director presides over executive sessions of the 11 nonemployee directors following every regularly scheduled Board meeting (which sessions are not attended by management) and advises the Chairman, in consultation with the other independentnonemployee directors, as to Board schedules and agendas. The Board has also determined that our Lead Director shall be available to consult with shareholders and call meetings of the independentnonemployee directors when appropriate. The independent directors believe that our President and Chief Executive Officer’s in-depth knowledge of each of our businesses and the competitive challenges each business faces, as well as his extensive experience as a director and senior member of management at other Fortune 100 companies, make him the best-qualified director best qualified to serve as Chairman. The Board may subsequently decide, however, to change thatits leadership structure, and we do not have a formal policy to require that the Chief Executive Officer or any other member of management serve as Chairman of the Board. See our Corporate Governance Principles, which are set forth in Appendix 1 to this proxy statement, for additional information on the leadership structure of the Board.

Board Committees

The Board has delegated certain authority to five standing committees, the principal responsibilities of which are set forth below.committees. Each committee operates under a charter that has been approved by the Board. A copy of each committee charter is posted in the corporate governance section of our website at www.boeing.com/corp_gov/. The biographical information of each of our directors beginning on page 4 includes the standing committees on which he or she serves. In addition,Mr. Biggs serves as Chair of the Audit Committee and is a member of the Finance Committee. The Board also has established a Stock Plan Committee composed of the Chairman, to which the Compensation Committee may delegate certain of its responsibilities.

Audit Committee

The Audit Committee met 11 times in 2009.2010. The Audit Committee oversees our independent auditor and accounting and internal control matters. Its principal responsibilities include oversight of:

The Audit Committee also prepares the Audit Committee Report that Securities and Exchange Commission, or SEC, rules require be included in our annual proxy statement. This report is on page 5960 of this proxy statement.

The Audit Committee is composed entirely of directors who satisfy NYSE listingdirector independence standards and the standards of independence established under our Corporate Governance Principles,Director Independence Standards, as well as additional or supplemental independence standards applicable to Audit Committeeaudit committee members established pursuant to applicable law. The Board has determined that each Audit Committee member is financially literate within the meaning ofas defined by NYSE listing standards, and that Messrs. Biggs, Calhoun, Collins, Liddy and Collins and Ms. CookWilliams are “auditaudit committee financial experts”experts as defined by SEC rules.

Compensation Committee

The Compensation Committee met nineseven times in 2009.2010. The Compensation Committee oversees our executive and equity compensation programs. Its principal responsibilities include:

The Compensation Committee also prepares the Compensation Committee Report that SEC rules require be included in our annual proxy statement. This report is on page 3335 of this proxy statement.

The Compensation Committee is composed entirely of directors who satisfy NYSE listingdirector independence standards and the standards of independence established under our Corporate Governance Principles.Director Independence Standards.

Finance Committee

The Finance Committee met six times in 2009.2010. The Finance Committee’s principal responsibilities include:

The Finance Committee is composed entirely of directors who satisfy NYSE listingdirector independence standards and the standards of independence established under our Corporate Governance Principles.Director Independence Standards.

Governance, Organization and Nominating Committee

The GON Committee met eightseven times in 2009.2010. The GON Committee’s principal responsibilities include:

The GON Committee frequently works with a third-party search firm to identify potential candidates to serve on the Board. The GON Committee is composed entirely of directors who satisfy NYSE listingdirector independence standards and the standards of independence established under our Corporate Governance Principles.Director Independence Standards.

Special Programs Committee

The Special Programs Committee met five timestwice in 2009.2010. The Special Programs Committee reviews companyCompany programs that the U.S. government has designated as classified for purposes of national security.

Risk Oversight

As set forth in our Corporate Governance Principles, our Board of Directors is responsible for consideration andBoard’s oversight ofresponsibilities include considering risks facing Boeing. Together with the Board’s standing committees, the Board is responsible for ensuring that material risks are identified and managed appropriately. The Board and its standing committees regularly review material strategic, operational, financial, compensation and compliance risks with senior management. For example, our Senior Vice President, Office of Internal Governance reports to the Audit Committee on a regular basis with respect to compliance with our risk management policies. The Audit Committee is responsible for discussing our overall risk assessment and risk management practices, as set forth in the Audit Committee’s charter. The Audit Committee also performs a central oversight role with respect to financial and compliance risks, and reports on its findings at each regularly scheduled meeting of the full Board after meeting with our Senior Vice President, Office of Internal Governance, ourVice President, Corporate AuditorAudit and our independent auditor, Deloitte & Touche LLP. The Compensation Committee considers risk in connection with its design of compensation programs for our executives. For more information on the interaction between risk andBoard’s oversight of risks relating to our compensation practices, see “Executive Compensation—Compensation and Risk” beginning on page 33.35. In addition, the Finance Committee is responsible for assessing riskmanaging risks related to our capital structure, significant financial exposures, our risk management and major insurance programs and our employee pension plan policies and performance and regularly evaluates financial risks associated with such programs. The full Board also regularly assesses significant risks to the Company in the course of reviews of corporate strategy, business planning discussions and reviews of Board committee meetings.

Communications with the Board

The Board of Directors has established a process whereby shareholders and other interested parties can send communications to our Lead Director or to the nonemployee directors as a group. This process is described in detail on our website at www.boeing.com/corp_gov/email_the_board.html.

Director Independence

Our Corporate Governance Principles require that at least 75% of the Board be independent undersatisfy the NYSE listing standards or be nonemployee directors.criteria for independence. The Board of Directors has adopted Director Independence Standards to assist in determining whether a director does not have material relationships with Boeing and thereby qualifies as independent. The Director Independence Standards are based on NYSE “independent director” listingindependence standards. To be considered “independent,” the Board of Directors must make an affirmative determination, byaffirmatively determine that a resolution of the Board as a whole, that the director being reviewed has no material relationship with us other

than as a director, either directly or indirectly (such as a partner, shareholder or executive officer of another entity that has a relationship with Boeing). In each case, the Board broadly considers all relevant facts and circumstances.

Under the Director Independence Standards, a director will not be deemed to be “independent” if:

An “immediate family member” includes a director’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other than domestic employees) who shares such director’s home; however, it does not include stepchildren who do not share a stepparent’s home or the in-laws of such stepchildren.

The Board of Directors has determined that the following relationships are not considered to be material and would not impair a director’s independence:

The Board of Directors reviews all commercial and charitable relationships of directors on an annual basis. The mere ownership of a significant amount of stock is not in and of itself a bar to an independence determination but rather one factor that the Board considers.

The Board determines and discloses on an annual basis whether each director meets these categoricalthe independence standards. For relationships not covered by the Director Independence Standards, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, is made by the directors who themselves satisfy the independence guidelines.

The Board of Directors has reviewed the direct and indirect relationships between us and each of our directors and has determined that John H. Biggs, John E. Bryson, David L. Calhoun, Arthur D. Collins, Jr., Linda Z. Cook, William M. Daley, Kenneth M. Duberstein, Edmund P. Giambastiani, Jr., Edward M. Liddy, John F. McDonnell, Susan C. Schwab, Ronald A. Williams and Mike S. Zafirovski are independent under NYSE “independent director” listingdirector independence standards and our Director Independence Standards and have either no relationships with us (other than as a director and shareholder) or only immaterial relationships with us. The Board reached the same determination with respect to William M. Daley, who served as a director until January 7, 2011. W. James McNerney, Jr. is not an independent director because he is our President and CEO. We makeChief Executive Officer.

In making the independence determinations with respect to Mr. Williams, our other independent directors considered payments we made to Aetna Inc. Mr. Williams retired as Chief Executive Officer of Aetna prior to his election to our Board and will retire as Chairman in April 2011. The services Aetna provides to us consist of third-party administration services and employee programs in connection with certain Boeing employee benefit plans, including health care claim administration, leave of absence management services and long-term disability insurance. In addition, several of our defined benefit plans hold long-standing annuity contracts with Aetna. The aggregate amount of payments made to Aetna is significantly less than the thresholds described above.

In making the independence determination with respect to Mr. Daley, our independent directors considered payments we made to and receive paymentsreceived from JPMorgan Chase & Co., Mr. Daley’s employer,former employer. The aggregate amount of such payments is significantly less than the thresholds described above. Mr. Daley resigned from our Board and JPMorgan Chase effective as of January 7, 2011 in amounts that fall below the categorical independence standards described above.order to serve as White House Chief of Staff.

Codes of Conduct

The Board expects our directors, officers and employees to act ethically at all times and acknowledge their adherenceadhere to the policies comprising ourall relevant codes of conduct. Shareholders may accessview codes of conduct applicable to our directors and employees at www.boeing.com/corp_gov/. Only the Board may grant a copywaiver of eachany code of conduct on our website at www.boeing.com/corp_gov/. The Boardprovision for a director or executive officer and any such waiver will be promptly disclose any waivers of our Code of Ethical Business Conduct for Members of the Board of Directors.disclosed. If an actual or potential conflict of interest arises for a director, the director shall promptly inform the Chairman of the Board or the Chair of the GON Committee. All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Outside Board Memberships

Our CEO and other officers elected officersby the Board must seekobtain the approval of the GON Committee before accepting outsidean invitation to serve on the board memberships withof any other public company or other for-profit entities.entity. Directors shouldmust notify the GON Committee before accepting an invitation to serve on anotherthe board to enableof any other public company or other for-profit entity, and must not accept such service until being advised by the Chair of the GON Committee to consider whether (1) anythat the GON Committee has determined that service on such other board would not create regulatory issues or potential conflicts of interest and would be raised by accepting such an invitation and (2) thenot conflict with Boeing policies. A director would have the time required to prepare for, participate in and attend Board meetings. Directors who also serve as chief executive officers, or in equivalent positions, shouldmay not serve on the boards of more than four other public companies or, if the director is an active chief executive officer or equivalent of another public company, on the boards of more than two boards ofother public companies in addition to our Board and other directors should not serve on more than four boards of public companies in addition to our Board.

companies. While we acknowledge the value in having directors and officers with significant experience in other businesses and activities, each director isdirectors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities as a membermembers of the Board.

In January 2009, Nortel Networks Corporation, for which Mr. Zafirovski served as Director, President and Chief Executive Officer, and subsidiary companies filed for bankruptcy protection in the United States, Canada and Europe. In February 2009, theThe Board has concluded that these events diddo not impair Mr. Zafirovski’s independence or his ability to continue to serve as aan independent director. Mr. Zafirovski resigned from Nortel on August 9, 2009. In February 2010, the Board re-evaluated the events and again concluded that they do not impair Mr. Zafirovski’s independence or his ability to continue to serve as a director.

Director Compensation

NonemployeeWe provide compensation to our nonemployee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and in order to:

Mr. McNerney, our sole employee director, does not receive no additional compensation for his Board service.

The GON Committee periodically assesses the form and amount of director compensation is determined byand benefits for nonemployee directors, and makes appropriate recommendations to the Board. When making its recommendations, the GON Committee which regularly reviews and compares our Board compensation toconsiders director compensation levels at peer companies that are also benchmarks for our executive compensation program. See “Benchmarking“Executive Compensation—Compensation Discussion and Analysis—Benchmarking Against Our Peer Group” beginning on page 2833 for more information. TheCompensation Advisory Partners LLC serves as the GON Committee has engaged Towers Perrin (now doing business as Towers Watson) to

serve as its outside compensationCommittee’s independent consultant with respect to the compensation and benefits of nonemployee directors. See “Compensation Consultants” on page 1718 for more information. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us.

Our nonemployee director compensation program consists of cash (board, committee chair and lead director annual retainer fees) and equity (retainer stock units). Our directors are also eligible to participate in our Board Member Leadership Gift Match Program, which matches dollar-for-dollar charitable contributions made by the director to non-profit organizations or educational institutions with which the director is substantially involved, with a maximum match of $31,000 per director on an annual basis.

20092010 Director Compensation Table

The following table sets forth information regarding 20092010 compensation for each of our nonemployee directors. Our nonemployee director compensation program consists of cash (board and committee annual retainer fees) and equity (deferred stock unit awards).

(12)

The amountAmounts reported in the “All Other Compensation” column for each director consistsconsist of amounts in gift matching of charitable contributions under the Board Member Leadership Gift Match Program, which matches dollar-for-dollar certain charitable contributions made by directors, with a maximum match of $31,000 per director on an annual basis. The amounts for Messrs. Bryson and Duberstein include matches made in 2009, which were attributable to previous years’ gift match limits. The amount for Mr. McDonnell also includes amounts attributable to prior years, and in addition, includes an amount that will be applied to his 2010 gift match limit. To be eligible for gift matching under the Board Member Leadership Gift Match Program, a contribution must be to a non-profit organization or educational institution in whose function and affairs the director has a substantial involvement.Program.

Cash Compensation

In 2009,2010, nonemployee directors received a cash annual retainer fee of $100,000. Our Lead Director received an additional annual retainer fee of $25,000. Nonemployee directors who served as chairs of the Audit Committee, the Compensation Committee, the Governance, Organization and Nominating Committee the Finance Committee and the Special ProgramsFinance Committee received an additional annual retainer fee of $15,000. We do not pay additional fees for attending Board or committee meetings. All retainer fees are payable in four quarterly installments as of the first business day of January, April, Julyeach quarter and October.are prorated for directors who join the Board during a quarter. We reimburse nonemployee directors for actual travel and out-of-pocket expenses incurred in connection with their services. Based on the independent consultant’s analysis of director compensation trends among our peer group companies, the GON Committee recommended and the Board approved an increase in the cash annual retainer fee for 2011 to $110,000 in order to more closely align cash compensation with that of our peer group.

Deferred Compensation

NonemployeePursuant to our Deferred Compensation Plan for Directors, nonemployee directors may elect to defer all or part of their cash compensation into an interest-bearing, cash-based account or a stock unit account as deferred stock units (an unfunded stock unit account) under our Deferred Compensation Plan for Directors.units. The number of deferred stock units is calculated by dividing the amount of the deferred fees by the Fair Market Value of Boeing stock on each of the four quarterly dates on which the annual retainer fee is paid. Directors do not have the right to vote or transfer deferred stock units. Deferred stock units earn the equivalent of dividends, which are credited as additional deferred stock units, and will be distributed as shares of Boeing stock after retirementstock. Directors may elect to receive the distribution in a lump sum or otherin annual payments over a maximum of 15 years beginning no earlier than the January following the year of the director’s termination of Board service. For the 20092010 deferrals, the Fair Market Value on each of January 2,4, April 1, July 1 and October 1, 20092010 was $44.17, $34.91, $42.55$55.60, $72.91, $62.02 and $52.97, respectively, and$67.33, respectively. The following directors deferredelected to defer cash compensation into deferred stock units as follows: Mr. Bryson, $115,000$104,787 for 2,6931,642 units; Mr. Collins, $110,172$115,000 for 2,5641,802 units; Mr. Daley, $100,000Liddy, $50,000 for 2,342774 units; and Mr. Zafirovski, $104,829$100,000 for 2,4711,567 units. Mr. Calhoun deferred $50,000and Ambassador Schwab elected to defer $100,000 and $75,000, respectively, of his 2009their 2010 cash compensation into an interest-bearing, cash-based account.

Stock-Based Compensation

Our nonemployee directors receive equity compensation in the form of retainer stock units, which are credited to the account of the nonemployee director pursuant to our Deferred Compensation Plan for Directors and are not distributed as shares of Boeing stock until after termination of Board service. The Board believes that retainer stock units encourages the alignment of directors’ interests with the long-term interests of our shareholders. During 2009,2010, each nonemployee director was entitled to receive on a quarterly basis, retainer stock units valued at $32,500.$130,000. Retainer stock units are awarded in four quarterly installments as of the first business day of each quarter and are prorated for directors who join the Board during a quarter. Each of these directorsnonemployee director received an aggregate of 3,0442,037 retainer stock units during 2009,2010, except for the three nonemployee directors who were not directors at the beginning of the year. During 2009, Mr. Calhoun received 1,570 units and(a) Admiral Giambastiani, who received an additional 551 units representing units earned during 2009 but not awarded until 2010 because he joined the Board in October 2009 after the award date for the fourth quarter 2009 retainer stock units; (b) Mr. Liddy and Ambassador Schwab, who joined the Board during 2010 and were awarded 1,145 and 1,697 retainer stock units, respectively, representing units earned for service during 2010; and (c) Mr. Williams, who received 0 units because he joined the Board in December 2010 after the award date for the fourth quarter 2010 retainer stock units. The retainer stock units are credited to the director’s account (an unfunded stock unit account) in our Deferred Compensation Plan for Directors and are immediately vested. Directors do not have the right to vote or transfer retainer stock units. Retainer stock units earn the equivalent of dividends, which are credited as additional retainer stock units. Retainer stock units will be distributed as sharesDirectors may elect to receive the distribution in a lump sum or in annual payments over a maximum of Boeing stock after retirement or other15 years beginning no earlier than the January following the year of the director’s termination of Board service.

Based upon the independent consultant’s analysis of director compensation trends among our peer group companies, the GON Committee recommended and the Board approved an increase in the value of retainer stock units each nonemployee director is entitled to receive in 2011 to $140,000 in order to more closely align this component of our nonemployee director compensation with our peer group.

Before 2005, nonemployee directors received annual option grants, with an exercise price equal to the average of the Fair Market Values for the fifth through ninth business days following the grant date, which was the date of the annual meeting. The options have a term of ten years and generally became exercisable in installments of

one, three and five years after the grant date. As of December 31, 2010, the following directors had the following aggregate number of outstanding stock options, all of which are fully vested: Mr. Biggs, 9,600; Mr. Bryson, 7,200; Mr. Duberstein, 9,600; and Mr. McDonnell, 9,600.

As set forth inDirector Stock Ownership Requirements

In order to further align the interests of nonemployee directors with the long-term interests of our Corporate Governance Principles,shareholders, the Board of Directors has approved stock ownership guidelinesdetermined that, provide that each nonemployee director should attain during his or her first three years as a director an investment position in Boeing stock (including deferred stock units) equal to three times the annual retainer fee and by the end of his or her third and sixth year as a director, an investmenteach nonemployee director should own stock or stock equivalents with a value equal to three and five times, respectively, the annual cash retainer fee. The GON Committee annually reviews nonemployee directors’ ownership relative to the stock ownership requirements, and makes recommendations as appropriate. See our Corporate Governance Principles, which are set forth in Appendix 1 to this proxy statement, for additional information. All directors who have served three years or morecurrently meet the applicable guidelines.equity ownership requirements.

Compensation Consultants

In accordance with authority granted to the Compensation Committee pursuant to its charter, in July 2010 the Compensation Committee hasengaged Compensation Advisory Partners LLC to serve as independent consultant to both the Compensation and GON Committees. In this capacity, Compensation Advisory Partners provides peer group pay practices and other relevant benchmarks with respect to chief executive officer and nonemployee director compensation to the Compensation Committee and the GON Committee, respectively, as well as an ongoing overview of regulatory developments and compensation trends. In addition, Compensation Advisory Partners reviews and advises the Compensation Committee concerning management’s compensation data and recommendations. Compensation Advisory Partners takes direction from the Compensation and GON Committees, as appropriate, reports directly to the committees and does not provide any other services to Boeing. See discussion beginning on page 31 under “Governance of Pay Setting Process—Role of Compensation Committee, Management and Consultants.”

Prior to July 2010, the Compensation Committee engaged Towers Perrin (now doing business as Towers Watson)Watson to serve as its outside compensation consultant. In thisthat capacity, Towers Perrin providesWatson provided information, data and advice on matters such as trends in executive compensation, relative executive pay and benefits practices and relative assessment of pay of our executives to our performance, and evaluation of the design of individual pay elements and the total pay program, and other topics as the Compensation Committee requests. The Compensation Committee hasprogram. They also directed that Towers Perrin interact with management, when appropriate, on the Compensation Committee’s behalf. Towers Perrin also assistsadvised the GON Committee with respect to nonemployee director compensation.

The At that time, the Board permitspermitted management to engage Towers PerrinWatson to perform additional non-executive compensation services for us,Boeing, subject to the prior approval of the Compensation Committee. Towers Perrin providesWatson provided the Compensation Committee on a semi-annual basis with a comprehensive description of these services, which during 20092010 consisted of actuarial consulting and retirement design and strategy work. During 2010, Towers PerrinWatson received approximately $440,000$0.2 million in fees from us in 2009 in connection with its role as outside executive and nonemployee director compensation consultant to the Board and its committees and approximately $4.2$8.0 million in fees from us in connection with other services. The Compensation Committee does not believe that Towers Perrin’s role in providing other services provided to us compromises Towers Perrin’s ability to provide the Compensation Committee with an objective and independent perspective.Boeing.

Related Person Transactions

We engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations, in the course of our ordinary business activities. Some of our directors, executive officers, greater than 5% shareholders and their immediate family members may be directors, officers, partners, employees or shareholders of these entities. We carry out transactions with these firms on customary terms, and, in many instances, our directors and executive officers may not have knowledge of them. Except to the extent set forth below under “Certain Transactions,” to the company’s knowledge, since January 1, 2009 no director, executive officer, greater than 5% shareholder or any of their immediate family members has had a material interest in any of our ongoing business transactions or relationships.

Policies and Procedures

Our policies and procedures for review and approval of related person transactions appear in our Conflict of Interest Procedure, Employment of Relatives and Close Personal Relations Procedure and our Related Party Disclosures Procedure, which are internally distributed, and in our Code of Ethical Business Conduct for Members of the Board of Directors, our Corporate Governance Principles, and the charter of the GON Committee, which are posted on our website. Our Corporate Governance Principles are also included as Appendix 1 to this proxy statement.

Under our policies and procedures, related parties include, among others, our executive officers and directors, and record or beneficial owners of more than 5% of our voting common stock, as well as their immediate family members. Our legal, financial accounting, treasury and corporate development departments review transactions with these related parties,persons, including sales, purchases, transfers of realty and personal property, services received or furnished, use of property and equipment by lease or otherwise, borrowings and lendings, guarantees, filings of consolidated tax returns and employment arrangements. Under our policies and procedures, related persons include our executive officers, directors, director nominees and holders of more than 5% of our stock, as well as their immediate family members. The findings of our departments are furnished to the Vice President, Accounting and Financial Reporting, who reviews any potential related person transactions identified for materiality and evaluates the need for disclosure under the SEC rules.

In addition, the GON Committee is required to consider all questions ofassesses possible conflicts of interest of Board membersdirectors and executive officers, includingand considers for review and approval or ratification of any transaction or proposed transaction required to be disclosed under SEC rules in which Boeing is or is to be a participant and the amount involved exceeds $120,000, and in which a director, director nominee, executive officer or an immediate family member of a directorsuch persons has or executive officer haswill have an interest.

Executive officers are also subject to our policies and procedures applicable to all employees, which require them to disclose potential conflicts of interest and us to conduct conflict of interest reviews and make determinations with respect to specified transactions. Our Vice President, Ethics and Business Conduct, oversees this review and determination, and refers to the GON Committee for review and approval or ratification possible conflicts of any transaction or proposed transactioninterest involving executive officers. The factors considered in making the determination include:

Directors are required to disclose to the Chairman of the Board or the Chair of the GON Committee any situation that involves, or may reasonably be expected to involve, a conflict of interest with us, including:

Directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Finally, pursuant to our Corporate Governance Principles, we may not, directly or indirectly, extend or maintain credit or arrange for or renew an extension of credit in the form of a personal loan to or for any director or executive officer.

Certain Transactions

Rocky Gutierrez, a son-in-law of Scott E. Carson, our former Executive V.P., President and Chief Executive Officer, Commercial Airplanes, is employed by us. Mr. Gutierrez’s compensation, which was approximately $122,000 in 2009, has been established in accordance with our employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. He is also eligible to participate in our employee benefit programs on the same basis as other eligible employees. Mr. Carson has not participated in compensation decisions relating to Mr. Gutierrez.

Evercore Trust Company, National Association, successor to the special fiduciary services business of Bank of America CorporationN.A. (“Evercore”), is a beneficial holder of more than 5% of our outstanding common stock according to Amendment No. 23 to Schedule 13G filed by Evercore with the SEC on February 11, 2010.14, 2011. Evercore is the investment manager for shares of our common stock held by The Boeing Company Employee Savings Plans Master Trust (the “Savings Plans Trust”) and The Boeing Company Retirement Plans Master Trust (the “Retirement Plans Trust”) on behalf of certain of our retirement plans. Pursuant to the investment management agreement with the Savings Plans Trust, Evercore is entitled to an annual fee based on the market value of our common stock in the Savings Plans Trust. In 20082009 and 2009,2010, these fees totaled approximately $652,000$565,000 and $580,000,$878,000, respectively. In November 2009,Pursuant to the investment management agreement with the Retirement Plans Trust, engaged Evercore to serve as investment manager andwas paid fees of approximately $57,000$380,000 for services during 2009.2010. The investment management agreement for the Retirement Plans Trust currently provides for the payment of fees totaling approximately $385,000$213,000 in 2010.2011.

State Street Bank and Trust Company (“State Street”) is a beneficial holder of more than 5% of our outstanding common stock according to a Schedule 13G filed by State Street Corporation with the SEC on February 12, 2010.11, 2011. State Street is the trustee of the Savings Plans Trust. During 2009,2010, the Savings Plans Trust paid State Street approximately $1.8$2.2 million for its services as trustee of the Savings Plans Trust and for services relating to ourthe Savings Plans Trust’s custody accounts held at State Street containing cash and investable securities. In addition, State Street Global Advisors, a division of State Street, acted as investment manager for various investment fund options within the Savings Plans Trust, and received approximately $1.0$1.4 million in fees for such services in 2009.2010.

We, from time to time, enter into customary commercial and investment banking relationships with Evercore, State Street and their affiliates.

Advisory Vote on Executive Compensation (Item No. 2)

Our Board, as required pursuant to Section 14A of the Securities Exchange Act of 1934, seeks your advisory vote approving the compensation of our named executive officers as set forth in this proxy statement under the heading “Executive Compensation,” including the Compensation Discussion and Analysis and the accompanying compensation tables and related material.

For the reasons discussed below, our Board recommends that you voteFOR the approval of the advisory vote on executive compensation.

We have designed our executive compensation program to attract and retain highly qualified, superior leaders, reward performance, and align our executives’ interests with the long-term interests of our shareholders. Our Compensation Discussion and Analysis, which begins on page 23, describes in detail the components of our executive compensation program and the process by which our Board makes executive compensation decisions. Highlights of our program include the following:

We believe that our executive compensation program plays a key role in driving Boeing’s long-term performance, as evidenced by Boeing’s strong financial and operating performance in 2010 despite challenging economic conditions. In future years, we expect to continue to drive performance in our businesses by rewarding executives who deliver strong results, while at the same time tying executive compensation levels to demonstrated individual and business-level performance and results.

This vote is non-binding; however, we highly value the opinions of our shareholders. Accordingly, the Board and the Compensation Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions.

For the reasons discussed above, the Board recommends that you voteFOR this proposal and requests your approval of the following resolution:

RESOLVED: That the compensation paid to the named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THIS PROPOSAL.

Advisory Vote on the Frequency of Advisory Votes on Executive Compensation (Item No. 3)

Our Board, as required pursuant to Section 14A of the Securities Exchange Act of 1934, seeks your recommendation on the frequency—every one, two or three years—with which to hold future advisory votes on executive compensation.

For the reasons discussed below, our Board believes that holding an advisory vote on executive compensation everyTHREE YEARS is most consistent with our approach to executive compensation and will best facilitate meaningful response to shareholder feedback on executive compensation matters.

Triennial advisory votes on executive compensation would result in targeted shareholder feedback that aligns with the long-term focus of our compensation program and the cyclicality of Boeing’s business.

We have designed our compensation program to encourage long-term value creation. As discussed in detail in “Compensation Discussion and Analysis” beginning on page 23, most of our executives’ target compensation consists of performance awards, stock options and restricted stock units that fluctuate in value based on the achievement of long-term operational goals and long-term increases in shareholder value. In addition, given the cyclicality of Boeing’s business, our compensation decisions must reflect long-term strategic goals and avoid excessive focus on short-term financial results or short-term stock price fluctuations. Given Boeing’s lengthy product development and operating cycles, our focus on long-term performance and the three-year performance and vesting periods for our long-term incentive compensation, we believe that a triennial vote on executive compensation will enable shareholders to provide the most constructive feedback on our executive compensation policies and program. Conversely, the Board believes that a more frequent vote could encourage shareholders and the Company to take a short-term view of both executive compensation and company performance.

A vote every three years on executive compensation would enable us to thoughtfully analyze and respond to shareholder concerns about our compensation program, as well as implement any changes.

A three-year cycle for voting on executive compensation would enable us to fully engage with shareholders on the results of each vote, implement any appropriate changes to our executive compensation program and understand the effects of those changes prior to the next advisory vote. The Board believes that advisory votes more frequent than three years would make it more difficult to analyze the results of prior votes in a comprehensive and timely manner, thereby limiting the depth and completeness with which we can react and respond to shareholder concerns. During “off-years,” the Board, as it does now, will continue to engage in direct discussions with investors about our executive compensation, so that even absent an advisory vote our shareholders’ views are regularly heard. Please see page 13 for information on how to communicate with our Lead Director or other members of the Board.

This vote is non-binding, and the final decision with respect to the frequency of future advisory votes on executive compensation remains with the Board. Although this vote is non-binding, we highly value the opinions of our shareholders. Accordingly, the Board and the Compensation Committee will consider the outcome of this vote in connection with decisions concerning the frequency with which to hold advisory votes on executive compensation. In accordance with applicable laws, at least every six years you will have the opportunity to recommend the frequency of future advisory votes on executive compensation.

For the reasons discussed above, the Board recommends that you vote forTHREE YEARS.

You may vote for every one, two or three years, or may abstain from voting on the following resolution:

RESOLVED: That the option of every year, two years or three years that receives the highest number of votes cast for this resolution will be the frequency with which the shareholders of The Boeing Company recommend by advisory vote that the Company hold an advisory vote on the compensation of our named executive officers as set forth in this proxy statement under the heading “Executive Compensation,” including the Compensation Discussion and Analysis and the accompanying compensation tables and related material.

This vote is non-binding, and the final decision with respect to the frequency of future advisory votes on executive compensation remains with the Board. Although this vote is non-binding, we highly value the opinions of our shareholders. Accordingly, the Board and the Compensation Committee will consider the outcome of this vote in connection with decisions concerning the frequency with which to hold advisory votes on executive compensation. In accordance with applicable laws, at least every six years you will have the opportunity to recommend the frequency of future advisory votes on executive compensation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHREE YEARS.

Executive Compensation

Compensation Discussion and Analysis

Overview

This Compensation Discussion and Analysis presents information about the compensation of our senior executives, including the officers named in the Summary Compensation Table beginning on page 3436 (the “Named Executive Officers” or “NEOs”).

Summary

2010 Company Performance Highlights.    One of our key company objectives is strong financial performance that provides sustained, long-term increases in shareholder value. The amount of compensation earned by our senior executives and other employees is directly tied to our ability to deliver financial and operating performance that meets or exceeds our expectations. Highlights of the 2010 performance year include:

2010 Annual Incentive.    Economic profit for 2010 after adjustments (see page 28 for additional information) was $2.0 billion versus a target of $1.6 billion. This resulted in a company performance score of 1.4, which is 40% more than the target of 1.0. The Boeing Commercial Airplanes performance score was determined to be 1.5 and the Boeing Defense, Space & Security performance score was 0.6. Beginning in 2010, annual incentive payments for executives working within one of our two principal business units were awarded based 25% on the performance of that business unit.

The above-target company performance was primarily due to strong operating performance and cash generation from Boeing Commercial Airplanes production and services businesses. This was partially offset by challenges on commercial development programs and below plan performance by Boeing Defense, Space & Security, which was primarily due to greater than planned spending on development programs as well as the current challenging defense contracting environment.

2008-2010 Performance Award Component of the Long-Term Incentive Program.    The Compensation Committee determined that, notwithstanding any adjustments that could have been made in accordance with the plan, cumulative economic profit for the period 2008 to 2010 did not meet either the target of $14.5 billion or the $10.9 billion threshold level of plan performance required for any payout. Consistent with our pay-for-performance philosophy, this resulted in an award payout factor for the three-year period of $0 per unit. This below-threshold performance was primarily the result of delays and performance issues on development programs, the unexpected economic downturn beginning in late 2008, and challenges with the current defense contracting environment.

2010 CEO Compensation.    Base salary for Mr. McNerney was held constant at $1,930,000; no base salary increase has been provided since March 2008.

Target annual incentive remained at 170% of base salary with a maximum potential payout of 230%; there were no changes to the target annual incentive for 2010. Based on the company performance score of 1.4 and his individual performance score, Mr. McNerney received an annual incentive payout of $4,439,000 and was capped at 230%.

As with all other executives, Mr. McNerney received no payout for the 2008-2010 Performance Award component of the long-term incentive program, consistent with our pay-for-performance philosophy.

As part of our annual review process, Mr. McNerney’s targeted total compensation was evaluated against the compensation practices of our peer companies. Based on the year-over-year trends among these companies,

the Compensation Committee reduced Mr. McNerney’s targeted long-term incentive award granted in February 2010 (including stock options, restricted stock units, and the 2010-2012 Performance Award) from 650% to 570% of base salary. This action resulted in a decrease in 2010 targeted total compensation of approximately $1.5 million.

Named Executive Officers.    In 2010 our Named Executive Officers were:

2010 Annualized Target Compensation.    The table below sets forth the 2010 annualized target compensation elements and total for each of our Named Executive Officers. Base salary is the pay rate in effect on March 1, 2010 and annualized to represent a full year of earnings. Target annual incentive compensation and target long-term incentive compensation are calculated using the 2010 targets and the annualized base salary noted below.

Executive Compensation Philosophy

Our executive compensationincentive program is designed to promoteemphasize a strong culture of leadership development, aligned with performance improvement (focusedpay-for-performance relationship, basing payouts predominantly on both growthcompany, business unit and productivity) and integrity, which in turn drives financial performance that provides value to our stakeholders.individual performance. The main components of our executive compensation program includeare base salary and annual and long-term incentives (total direct compensation). Our incentive program is designed

Objectives and Guiding Principles.    The following objectives and guiding principles shape the design and administration of our executive compensation program:

Executive Compensation Philosophy

Highly Qualified Employees.Employees.    Our long-term success will be shaped by our people. We strive to ensure our employees’ contributions and performance are recognized and rewarded through a competitive compensation program. Our executive compensation program is designed to enhance long-term shareholder value, while attracting and retaining world-class talent at all organizational levels, and rewarding executives for strong leadership and performance.

Pay for Performance.Performance    We target an executive compensation package that is competitive against the market in which we compete for talent..    A majority of ana senior executive’s annual target total compensation package is variable compensationand tied to performance (i.e., internal financial, stock price and individual performance). If performance is at or above targeted levels, the executive’s total compensation will be at or above targeted levels. Conversely, if performance is below targeted levels, the executive’s total compensation will be below targeted levels.

Objectives and Guiding Principles.The following objectives and guiding principles shapeCompensation Committee determines the design and administration of our executive compensation program:

Executive2010 Target Total Direct Compensation Design

Base Salary.    Base salaries provide for competitive pay based on the market value of the position and meet the objective of attracting and retaining the talent needed to run the business. Salaries are reviewed annually. Salary increases may be given based on individual factors, such as competencies, skills, experience, performance, and market practices. There are no specific weightings assigned to these individual factors. Annual salary increases are generally effective in March. Increases may also be given when executives assume new roles or are promoted.

Incentive Plan Performance Metric.Metric.    We use economic profit as the financialperformance metric for executive annual incentives and long-term Performance Awards. Economic profit measures our ability to generate earnings after covering the capital expenses associated with our net assets. We believe that economic profit is an effective performance metric because it reflects not only how much a business earns, but also how efficiently it uses its net assets to support its operations to generate revenue. Economic profit growth is primarily accomplished through business growth, more efficient processes, cost containment and minimized inventory. Specifically, the economic profit performance metric utilized throughout our incentive compensation programs for employees at all organizational levels equals:

After the end of the performance period, the Compensation Committee (the “Committee”) may choose to exclude or adjust certain items to ensureso that award payments reflecteconomic profit better reflects the core operating performance of the business. Economic profit measures our ability to generate earnings after covering the capital expenses associated with our net assets. Economic profit represents a challenging performance metric because it reflects not only how much a business earns, but also how well it usesCompany and its net assets to support its operations to generate revenue. Economic profit grows not merely by increasing revenues, but also by reducing costs and managing net assets. Economic profit growth is accomplished through more efficient processes, cost containment and minimized inventory, as well as other actions taken by management.businesses.

Economic profit is aligned with the enterprise financial performance targets we establish and is also the sole financial metric for our broad-based, annual non-executive employee incentive plan. This alignment between the executiveexecutives and non-executive populations ensures thatnon-executives encourages all of our employees are connected and working towardto work towards the same financial goals.

We also measure our Adjusted Operating Cash Flow, which determines the limits above which annual and long-term incentive awards for our NEOs (except for the CFO) may no longer be excluded from Internal Revenue Code Section 162(m) deductibility limits as “qualified performance-based compensation.” Incentive deductibility is discussed in more detail on page 35.

Determination of Performance Goals (Economic Profit) and Awards.    Economic profit goals take into account business conditions, expectations regarding the probability of achieving performance goals and the desire to incorporate a degree of “stretch” to push the Company and our executives to achieve a higher level of performance. Specific probabilities of achievement are not assigned to the economic profit goals. Consistent with our philosophy and approach to setting goals, incentive payouts that are above target will be for superior performance (results that exceed our business plan). Goals are set at the beginning of the performance period (one year for annual incentive awards and three years for long-term Performance Awards). This process is summarized below.

Any adjustments at the end of the performance period will be based on the Compensation Committee’s judgment. The Compensation Committee may make adjustments in its sole discretion to better reflect the core operating performance of the Company and its businesses. The same adjustments considered for the annual awards in a given year may or may not be applied to the long-term Performance Awards.

Principal Elements of Executive Compensation

Base Salary.    Base salaries provide for competitive pay based on the market value of the position and are designed to attract and retain the talent needed to run the business. Salaries are reviewed annually. Salaries may be adjusted based on individual factors, such as competencies, skills, experience, performance, and market practices, as well as in connection with the assumption of new responsibilities or promotions. There are no specific weightings assigned to these individual factors. Annual salary adjustments are generally effective in March.

Annual Incentive Plan.Plan.    The Annual Incentive Plan is designed to motivate and reward NEOs and all other executives based on the achievement of company and individual goals for the performance year. Executives are assigned a target incentive award based on their pay grade. Actual incentive awards are determined by company, business unit (if applicable) and individual performance scores (with targets of 1.0) and paid 100% in cash. Our CEO’s employment agreement provides for a maximum award of 230% of his base salary. The mechanics of the 20092010 Annual Incentive Plan were as follows:

The Committee approves all individualIndividual performance scores for elected officers other than the NEOs and other officers and hasCEO are set by the discretionCEO, subject to make any adjustments.approval by the Compensation Committee. The expectation is thatCEO’s individual performance score is determined by the Compensation Committee. Individual performance scores for all executives willgenerally fall between 0.80 and 1.20 and generally average to 1.0 byfor each payexecutive grade. Scores for executives generally fall within the 0.80 to 1.20 range. Two components make up the individual performance score:

The Leadership Attribute Score is weighted 30% because strong leadership plays a significant role in driving our growth and productivity targets.

Individual2010 Annual Incentive Assessment.    Economic profit for 2010 after adjustments was $2.0 billion versus a target of $1.6 billion. This resulted in a company performance score of 1.4, which is 40% more than the target of 1.0. The Boeing Commercial Airplanes performance score was determined to be 1.5 and the Boeing Defense, Space & Security performance score was 0.6.

The above-target company performance was primarily due to strong operating performance and cash generation from Boeing Commercial Airplanes production and services businesses. This was partially offset by challenges on commercial development programs and below plan performance by Boeing Defense, Space & Security, which was primarily due to greater than planned spending on development programs as well as the current challenging defense contracting environment.

Consistent with its authority and past practices, the Compensation Committee adjusted economic profit to better reflect the core operating performance of the Company and its businesses to account for the effects of the Patient Protection and Affordable Care Act, an IRS audit settlement, disruption costs related to the Long Beach strike, two acquisitions by our defense business, and, in the case of Boeing Commercial Airplanes, commercial development program challenges.

In 2010, NEO individual performance scores ranged from 0.960 to 1.100, averaging 1.022. Messrs. Bell and Luttig received scores above 1.0. Their above-target performance was a reflection of financial, operational and business achievements, progress on key initiatives, leadership strength, and overall contributions to the Company during 2010.

Based on 2010 company and individual performance results (as detailed above), the Compensation Committee believes the annual incentive compensation awarded to the NEOs for 2010 was appropriate and achieved the executive compensation program’s objectives.

For the 2011 performance period, no changes were made to the annual incentive plan.

Long-Term Incentive Program.    Long-term incentive awards are determined basedmade in the following mix (based on the CEO’s assessmenttargeted expected value at grant):

The long-term incentive program is designed to drive achievement of operational goals and increased shareholder value. Performance Awards are based solely on company performance and link payouts to the achievement of those goals;internal financial goals (economic profit) tied to our long-range business plan. Stock options have realizable value only if our stock price increases after the CEO’s performance is assessed by the Committee.

Long-Term Incentive Program.    Our 2009 long-term incentive program consisted of a mix of Performance Awards,options are granted. Restricted stock options, and restricted stock units. Grant guidelines are reviewed and approved by the Committee on an annual basis, to remain competitiveunits change in value together with our peer group, which is discussed beginning on page 28. The grant guidelines for each pay grade are designed to balance internal financial performance with stock price, performance in deliveringand the three-year vesting requirement supports executive share ownership and discourages excessive focus on short-term results at the expense of sustainable long-term incentive value. The Committee has flexibility within the guidelines to set awards based on scope of job and impact to the company.

Long-term incentive award payouts are based on company performance. There is not an individual performance element associated with long-term incentive payouts.growth.

Long-Term Incentive—Performance Awards.    Performance Awards reward executives based on the achievement of three-year economic profit goals tied to our long-range business plan.

Performance Awards are designed to pay 100% of target at the end of the three-year performance cycle if theplanned economic profit goal, as adjustedis achieved. The Compensation Committee may make adjustments to economic profit results to better reflect core operating performance, is achieved at the end of the performance period.performance. To provide greater incentive for greater performance, the Performance Awards have a sliding scale that provides for payouts up to 200% of target for maximum performance. For below target performance, below target awards can be earned. The threshold level of performance provides for payouts of 25% of target.paid. If the threshold level of performance is not achieved, no awards will be paid.

Performance Award goals are set so that the target payout is achievable if the companyCompany executes according to the long-range business plan. It is expected that maximum performance and less than threshold performance would each be infrequent (i.e., less than 10% of the time). Our general expectation is that over the length of a business/economic cycle Performance Awards will average close to 100% of target.infrequent.

Long-Term Incentive—Stock Options.    Stock options align executives’ interests with those of shareholders since our stock options have realizable value only if the price of Boeing stock increases after the options are granted. Stock option grant levels are set annually based on the targeted expected value and recent stock price performance. The size of future awards is evaluated and determined annually based on a consideration of competitive compensation practices and changes in our stock price year over year. NEOs and other executives receive nonqualified option grantsstock options with the following characteristics:

Long-Term Incentive—Restricted Stock Units.    Restricted stock units provide recognition for continued and sustained employment with us.performance. Restricted stock units are granted annually, and vesting requirements must be met in order for the grant to have value. For these grants, the vesting requirement is time-based; the grantrestricted stock units will vest 100% after three years. Specifically, restricted stock units:

2008-2010 Performance Award Assessment.    The Compensation Committee determined that, notwithstanding any adjustments that could have been made in accordance with the plan, cumulative economic profit for 2008 to 2010 did not meet either the target of $14.5 billion or the $10.9 billion threshold level of plan performance required for any payout. Consistent with our pay-for-performance philosophy, this resulted in a Performance Award payout factor for the three-year period of $0 per unit. This below-threshold performance was primarily the result of delays and performance issues on development programs, the unexpected economic downturn beginning in late 2008, and challenges with the current defense contracting environment.

For 2011, no changes were made to the long term incentive plans.

Supplemental Equity Awards.From time to time the Compensation Committee may grant supplemental equity awards to senior leaders of the company in orderexecutives to retain or attract the services of a senior leader,high-performing leaders, reward exceptional performance, or recognize expanded responsibility. Supplemental equity awards have vesting and other provisions designed to promote retention of the services and skills of the recipient. For example, in 2009, supplemental equity awards of Restricted Stock Units wereFebruary 2010, the Compensation Committee granted restricted stock units as retention vehicles to threetwo Named Executive Officers: Messrs. Bell, LuttigAlbaugh and Hill.Tracy. These restricted stock unit grants encourage retention because they do not vest until the third anniversary of the grant date and will be forfeited in full if the executive is terminated, resigns or retires prior to vesting.

Changes for 2010.

Annual Incentive Changes.    The 2009 annual incentive plan is based 100% on company economic profit results, as adjusted by the Committee to reflect core operating performance, with payouts modified to reflect individual performance. In 2010, performance for those executives within a business unit will be measured at both the business unit and company levels. Company results will be weighted 75% and business unit results will be weighted 25%. Executives who are not within a business unit will be measured solely on company performance (100% weighting). All executives will continue to have payouts modified to reflect individual performance, similar to the 2009 plan. The Compensation Committee believes that the use of a business unit incentive component for selected business unit executives will strengthen the overall link between pay and performance and allow for appropriate differentiation in executive rewards based on differences in business unit results.

In addition, the threshold level of performance in the 2010 plan has been modified to permit payments if final results are above 0% but less than 50% of the economic profit target. Previously, the plan required minimum performance of 50% of targeted goals for payment to occur. This change is intended to bring the executive annual incentive plan into greater alignment with the employee annual incentive plan and the plan design features of companies in our peer group.

Long-Term Incentive Changes.    The 2010 long-term incentive program will include Performance Awards, stock options, and restricted stock units, but these awards will be made in the following mix (based on the targeted expected value at grant):

The long-term incentive mix was modified for 2010 in order to provide a more balanced award opportunity with greater weighting on equity.

In addition, the threshold level of performance for 2010-2012 Performance Awards was modified to permit payments if final results are above 0% but less than 25% of the economic profit target. Previously, the program required minimum performance of 25% of targeted goals for payment to occur. This change is intended to bring the long-term incentive program into greater alignment with our annual incentive plan and the plan design features of companies in our peer group.

Performance-Based Compensation.    The Committee determines the portion of each executive’s compensation that will be variable performance-based compensation, with the variable portion increasing as an executive assumes greater levels of responsibility and impact to the company. The percentage of the NEOs’ 2009 target total direct compensation that was variable as of the time it was initially approved is set forth in the table below. We define 2009 variable compensation to include the 2009 target annual incentive and the target expected value of Performance Awards, stock options and restricted stock units granted in 2009. The percentages below are calculated by dividing (1) the variable compensation amount by (2) target total direct compensation, which includes the variable compensation (excluding any supplemental equity awards) plus base salary.

Executive Stock Ownership.    In order to ensure continual alignment with our shareholders, we have stock ownership requirements for NEOs, other officers and senior executives. The ownership requirements have been in place since 1998 and are based on a multiple of base salary tied to pay grade. As of the end of 2009, the NEOs met or were on track to meet their stock ownership guidelines. Effective for 2009, changes were made to

the stock ownership guidelines to better align to the design of our incentive programs (which were changed effective in 2006) and current market practices. The stock ownership guidelines require executives to attain and maintain the following investment position in Boeing stock and stock units:

Effective in 2009, the compliance period was extended from three years to five years. Five years is the prevalent market practice and it provides a reasonable goal for new executives to accumulate shares through earned incentive awards and deferrals into stock units. In making this change, executives already in compliance will be expected at a minimum to maintain the threshold level of ownership (reduction in current stock ownership below the minimum requirements will not generally be permitted).

The five-year period for an executive commences the later of January 1, 2009, or January 1 after the executive enters a participating pay grade where stock ownership guidelines are applicable. During the five-year compliance period, executives are expected to continuously accumulate qualifying equity until they meet the minimum stock ownership guideline. Each October, the Compensation Committee reviews the ownership position of each officer as well as a summary covering senior executives. In assessing stock ownership, the average daily closing stock price over a one-year period (ending September 30 of each year) is used. This approach mitigates the effect of stock price volatility and is consistent with the objective of requiring long-term, sustained stock ownership. The Compensation Committee may, in its discretion, elect at any time to pay some or all of subsequent Performance Award payments in stock. This approach may be used for executives who are currently not in compliance with their ownership guidelines.

In addition to directly owned stock and stock units, restricted stock and restricted stock units, deferred stock units and shares held in our savings plans are included in calculating ownership levels. Unvested Performance Shares, unvested Performance Awards and unexercised stock options do not count toward the ownership guidelines.

Other Design Elements

As part of a comprehensive and competitive executive compensation package, executives (including NEOs) receive additional benefits as summarized below (more details are provided in the tabular disclosurestables beginning on page 34)36). These benefits are non-performance related and designed to provide a market competitive package in order to attract and retain the executive talent needed to achieve our business objectives.

Perquisites and Other Executive Benefits.    We provide limitedConsistent with our executive compensation philosophy, we limit the perquisites and other benefits that we provide to the NEOsexecutives, and selected other executivesany such benefits are provided to help achieve our business objectives. In 2009,2010, these perquisites (by primary objective achieved) included:

PerquisitesThe Compensation Committee annually reviews perquisites and other executive benefits to ensure that they are reviewed annually byreasonable and consistent with the Compensation Committee with respect to current positionpractices of companies within theour peer group.

Retirement Benefits.    Executives are eligible to participate in a competitive retirement benefit package.

Defined Benefit Pension.Plans.    In general, for executives hired before January 1, 2009, benefits are based on age, service and compensation, do not require employee contributions and consist of the following defined benefit plans (no employee contributions are required in order to participate in these plans):plans:

The SERP was amended to eliminate supplemental target benefits to executives who are hired or rehired on or after January 1, 2008 and prior to January 1, 2009. Under the amended SERP, executives are eligible to receive the same retirement benefits payable to non-executives without Internal Revenue Code limits, which do not include the supplemental target benefit. For employees hired or rehired on or after January 1, 2009, the PVP and SERP have been replaced by an enhanced defined contribution plan.

We also provide a supplemental retirement benefit to Mr. McNerney to compensate him for benefits provided by his prior employer that he forfeited when he accepted his role at Boeing. We provideBoeing and a supplemental pension benefit to Mr. Luttig per the terms of his initial employment; that supplemental benefit vested in 2009.employment.

Deferred Compensation.Compensation Plans.    Executives are eligible to participate in the following voluntary deferral programs (known as defined contribution plans):programs:

The VIP and SBP waswere amended effective January 1, 2009 to provide additional retirement benefits to certain executives. The amendments were made to provide executives hired or rehired on or after January 1, 2009 (along with executives hired as a result of a 4th quarter, 2008 acquisition, as defined in the SBP) who are not eligible to participate in the PVP or the SERP. The amendments were made to be consistentSERP with changes to our qualified retirement plan and to provide market competitive benefits. For eligible employees, we will make additional company contributions of 3%, 4%, or 5% (depending on age) above those permitted under the VIP due to Internal Revenue Code limits and with respect to the executive’s annual incentive compensation. The SBP will also provide a supplemental retirement benefit (a DCDefined Contribution SERP Benefit) to a select group of management or highly compensated employees at level E1 through E3certain executives who are hired or rehired on or after January 1, 2009 (as defined in the SBP).

Severance Benefits.Benefits.

Executive Layoff Benefits.    We maintainhave maintained an Executive Layoff Benefit Plan since 1997 to provide a fair separation package to an executive in the event his or heran executive’s job is eliminated. The plan covers all executives (including NEOs other(other than Mr. McNerney, who is covered by hisan employment agreement) and provides severance benefits equal to one year’s base salary plus an amount equal to the executive’s target annual incentive compensation, adjustedmultiplied by the company performance.performance score (and business unit score, as applicable) in the year of termination. The plan does not provide any benefits uponin connection with a change in control.control of the Company and does not provide for any gross-up payment for excise taxes imposed as a result of severance. The Compensation Committee believes, based on comparison to peer group practices, the current level of benefits provided under the plan (which has been in place since 1997) is

appropriate and providesprovide a market-competitive separation package to all executives in the event their jobs are eliminated. In addition to the benefits under the plan, executives may continue to participate in some outstandingcertain incentive award programs after a separation based on service and the terms and conditions of the award.

CEO Severance Benefits.    Pursuant to his employment agreement, with us, Mr. McNerney is entitled to certain severance and change in control benefits if his employment is terminated. The level and nature of these benefits were reviewed against market data and set by a negotiated employment agreement to attract Mr. McNerney, who had similar arrangements with his prior employer, to join Boeing. The severance benefits are payable upon his involuntary termination by us without cause or voluntary termination by Mr. McNerney for good reason (e.g., adverse change in responsibilities, pay, reporting relationships or our (or our successor’s) failure to abide by the agreement). These benefits include a cash severance payment, additional supplemental retirement benefits, health and welfare benefits continuation and vesting of certain long-term incentive awards. The cash severance payment is two times base salary plus target annual incentive. If Mr. McNerney is terminated following a change in control, the payment would be three times base salary plus target annual incentive. In the event of a change in control, Mr. McNerney would receive these severance benefits if his employment were subsequently terminated (by us without cause or by him for good reason) within two years of the change in control. The agreement does not provide for any gross-up payment for excise taxes imposed as a result of severance or other payments in connection with a change in control.

Governance of Pay Setting Process

In setting total direct compensation, a consistent approach is applied for all executives:

Role of Compensation Committee, Management and Consultant.Consultants.    The Compensation Committee establishes, reviews and approves all elements of the executive compensation program. The Compensation Committee works with Towers Perrin (now doing business as Towers Watson), an outsideindependent executive compensation consultant engaged by the Compensation

Committee for advice and perspective regarding market trends that may impact decisions we make about our executive compensation program and practices. ManagementPrior to July 2010, Towers Watson was engaged as the Compensation Committee’s compensation consultant. Beginning in July 2010, the Compensation Committee selected Compensation Advisory Partners as its independent consultant. Compensation Advisory partners provided no services to Boeing outside of its duties as the independent consultant to the Compensation Committee.

Boeing management has the responsibility for effectively implementing the executive compensation program. Prior to July 2010, Towers Watson was also engaged as management’s consultant. Beginning in July 2010, Hewitt Associates (now Aon Hewitt) served as management’s compensation consultant.

Additional responsibilities of the Compensation Committee, management, management’s consultant and the Compensation Committee’s independent consultant include:

Compensation Committee.

Management.

Management’s Consultant.

Compensation Committee’s Independent Consultant.

Benchmarking Against Our Peer Group.    We benchmark executive compensation against a peer group of leading U.S.-based companies (with an emphasis on aerospace and industrial manufacturing companiescompanies) that have a technology focus, global operations, a diversified business and annual sales and market capitalizations comparable to Boeing.The Boeing Company. Each year the Compensation Committee, working with its independent consultant, reviews the composition of the peer group and determines whether any changes should be made. Based on the 2009 review, two companies, General Motors and Motorola, were removed and were replaced with United Parcel Service and Cisco Systems. The companies selected metCompensation Committee did not make any changes to the peer group criteria described above. The 2009 peer group, inclusive of these changes, consistedin 2010, which consists of the following 24 companies:

Peer group compensation benchmarking is one of several factors considered in the pay setting process. Peer group practices are analyzed annually for target total direct compensation and periodically for other pay elements (such as executive benefits and perquisites). For 2009,2010, each element of the executive compensation structure (salary range, target incentive award opportunities, and executive benefits and perquisites) was set to be within a competitive range to the middle of theensure competitiveness with our peer group companies. The pay positioning of individual executives will varyvaries based on their competencies, skills, experience and performance, as well as internal alignment and pay relationships. In 2009, each NEO’s targeted total compensation (excluding any supplemental equity awards) was within the competitive range of compensation opportunities offered at the peer group companies. Actual total compensation earned may be more or less than target based on company and individual performance results during the performance period.

The table below sets forth the 2009 annualized targeted compensation elements for each of our Named Executive Officers and the amount of each element at the target level based on our peer group. Base salary is the pay rate in effect on March 1, 2009 and annualized to represent a full year of earnings.

The 2009 annualized targeted compensation elements and total targeted compensation for each of our Named Executive Officers was competitive with our peer group. Market data is provided and reviewed annually by the Compensation Committee’s consultant. 2009 annualized total direct compensation targets were developed using the 2008 peer group.

Determination of Performance Goals (Economic Profit) and Awards.    Economic profit goals are set taking into account business conditions, expectations regarding the probability of achievement and the desire to incorporate a degree of “stretch” to push the company to achieve a higher level of performance. Specific probabilities of achievement are not assigned to the economic profit goals. Consistent with our philosophy and approach to setting goals, incentive payouts that are above target will be for superior performance (results that exceed our business plan). Goals are set at the beginning of the performance period (one year for annual incentive awards and three years for Performance Awards). This process is summarized below.

Any adjustments at the end of the performance period will be based on the Committee’s judgment. The same adjustments considered for the annual awards in a given year may be applied to the long-term Performance Awards. The Committee has discretion over the adjustments but not the discretion to increase or decrease the company performance score outside of these adjustments irrespective of the economic profit performance.

Results

Company Performance Highlights.One of our key objectives is strong financial performance that provides sustained, long-term increases in shareholder value. Highlights of the 2009 performance year are:

Impact on Pay.    As mentioned earlier, company performance (economic profit) has a direct impact on both annual and long-term incentive compensation. Under our long-term incentive program, Performance Awards were earned for the 2007 to 2009 cycle. The annual incentive and Performance Awards earned for performance ending in 2009 are discussed below. In addition, the amount of adjusted operating cash flow of the company for the year and for the three-year performance award period determines the limits of the annual incentives and Performance Awards for our NEO’s (other than the CFO), above which such awards are not eligible to be excluded from the Internal Revenue Code Section 162(m) deductibility limits as “qualified performance-based compensation.” Incentive deductibility is discussed in more detail on page 32.

Annual Incentive Awards.    Under the annual incentive, the final award paid to an executive includes a measure of both company and individual performance. We calculate annual incentive awards based on the following formula:

Results for the 2009 annual incentive are discussed below.

Company Performance Score.    The Compensation Committee determined that our 2009 economic profit after adjustments was $2.4 billion versus a target of $2.6 billion. This resulted in a company performance score of 0.7, which is 30% less than the target of 1.0. The below target performance was primarily due to commercial market impacts and development program charges. Consistent with past practices, adjustments were made to ensure that award payments under our executive and employee incentive plans reflect the core operating performance of the business.

In 2009, the Committee made adjustments to economic profit performance related to the financial impact of the reclassification of 787 production costs related to research and development expense, the write-offs related to the Sea Launch venture and certain financial impacts resulting from the deterioration of commercial markets.

Individual Performance Scores.    Individual performance scores reflect the CEO’s qualitative and quantitative assessment (Committee assessment for the CEO) of an NEO’s individual performance goals and contributions, value of contributions relative to peers, and overall organization performance throughout the performance period. In addition, a leadership assessment of the six leadership attributes (as described on page 22) is included in the score. In 2009, NEO individual performance scores ranged from 1.0 to 1.049, averaging 1.029. Messrs. Albaugh, Bell, Hill, Luttig and McNerney received scores above 1.0. Their above target performance was a reflection of financial, operational and business achievements, progress on key initiatives, leadership strength, and overall impact to the company during 2009.

Based on 2009 company and individual performance results (as detailed above), the Committee believes the annual incentive compensation awarded to the NEOs in 2009 was appropriate and achieved the executive compensation program’s objectives.

Long-Term Incentive—Performance Awards.    The Compensation Committee determined that our 2007 to 2009 cumulative economic profit after adjustments was $8.3 billion versus a target of $10.7 billion. This resulted in an award payout factor for the three-year period of $36 per unit; which is 64% below the target amount of $100 per unit. This below-target performance was the result of delays and performance issues on development programs. Consistent with the practices applied to the annual incentive plan, adjustments were made to ensure that award payments reflect the core operating performance of the business over the three-year period. The Performance Awards were paid to executives in cash.

Additional Considerations

Consulting Arrangement.Executive Stock Ownership.    We currently expect Mr. CarsonIn order to servefurther align the interests of our senior executives, including the NEOs, with the long-term interests of shareholders, we require senior executives to own significant amounts of Boeing stock. The stock ownership requirements have been in place since 1998 and are based on a multiple of base salary tied to executive grade. Senior executives are required to attain and maintain the following investment position in Boeing stock and stock equivalents:

Each senior executive must meet the applicable stock ownership requirement within five years of the later of January 1, 2009, or January 1 after the executive enters the relevant executive grade. During the five-year compliance period, executives are expected to continuously accumulate qualifying equity until they meet the minimum stock ownership requirement.

As of December 2010, each NEO’s stock ownership exceeded or was on track to meet the stock ownership requirement within the compliance period.

Each October, the Compensation Committee reviews the ownership position of each officer as well as a commercial airplane productssummary covering senior executives. In assessing stock ownership, the average daily closing stock price over a

one-year period (ending September 30 of each year) is used. This approach mitigates the effect of stock price volatility and services consultantis consistent with the objective of requiring long-term, sustained stock ownership. The Compensation Committee may, in its discretion, elect at any time to pay some or all Performance Awards in stock. This approach may be used for usexecutives who are currently not in compliance with the applicable ownership requirement.

Shares owned directly by the executive as well as stock units, restricted stock, restricted stock units, deferred stock units and shares held through March 2012, for which Mr. Carson will receive aggregate compensation of $1,533,100, an amount equal to his 2009 targeted cash compensation, plus reimbursement for reasonable expenses.our savings plans are included in calculating ownership levels. Shares underlying stock options do not count toward the ownership guidelines.

Granting Practices.    We make ourThe Compensation Committee grants annual and long-term incentive grantsawards in February of each year at thea regular meeting of the Compensation Committee, which typically is within a month after we have publicly released a report of our prior year annual earnings. The Compensation Committee meeting date, or the next business day if the meeting falls on a day where the NYSE is closed for trading, is the effective grant date for the grants. The stock option exercise price is the Fair Market Value of Boeing stock on that date.

Effective January 1, 2009, newNew executives (externally hired or internally promoted) who become eligible for the long-term incentive programpromoted after the February grant date but before December 31 will receive a prorated long-term incentive award, if any, for the currentthat year. Grants are prorated based on the number of months remaining in the 36-month performance or vesting period.period as of the date of hire or promotion. This approach was adopted to better align with market practices and provide the executive with an immediate tie to Boeing’s long-term performance.

We also may grant equity-based awards (e.g., options, restricted stock units) to recognize increased responsibilities or special contributions, attract new hires, retain executives or recognize certain other special circumstances that occur throughout the year. The effective date of these grants is determined based on the

timing of the recognition or recruitment event and approved on or in advance of the effective date of the grant according to our approval authority requirements. The exercise/grant price is the Fair Market Value of Boeing stock on the effective date. The Compensation Committee approves all equity grants to executive officers, and has delegated authority to grant certain other awards to the Stock Plan Committee consisting of the Chairman of the Board. See “Corporate Governance—Board Committees” on page 10.officers.

Accounting and Tax Implications.    The Compensation Committee considers the accounting and tax impact reflected in our financial statements when establishing the amount and forms of long-term and equity compensation. The forms of long-term compensation selected are intended to be cost-efficient.

Securities Trading Policy.    We have a policy that prohibits executive officers and directors may not purchasefrom trading in Boeing securities while aware of material nonpublic information and from trading in “puts” and “calls” or sell options to sell or buy Boeing stock (“puts” and “calls”) or engageengaging in short sales with respectof Boeing securities. This policy, as well as our hedging policy, is contained in our Corporate Governance Principles, which are set forth in Appendix 1 to Boeing stock.this proxy statement.

Clawback Policy.    We will seekrequire reimbursement of annual or long-term incentive payments to an executive officer if the Board determines that the executive engaged in intentional misconduct that caused or substantially caused the need for a substantial restatement of financial results and a lower payment would have been made to the executive based on the restated financial results. This policy is contained in our Corporate Governance Principles, which are set forth in Appendix 1 to this proxy statement.

Tax Gross-Ups.    We do not increase payments to executive officers to cover non-business related personal income taxes other than for relocation and for imputed income for travel costs due to spousal attendance at company meetings at the request of the Company.

Limitations on Deductibility of Compensation.    Section162(m) of the Internal Revenue Code limits the tax deductibility of compensation paid by a public company to its CEO and certain other highly compensated executive officers to $1 million. There is an exception to the limit on deductibility for performance-based compensation that meets certain requirements.

We consider the impact of this rule when developing and implementing our executive compensation program. Annual incentive awards, Performance Awards and stock options generally are designed to meet the deductibility requirements. We also believe that it is important to preserve flexibility in administering compensation programs in a manner designed to promote varying corporate goals. Accordingly, we have not adopted a policy that all compensation must qualify as deductible under Section 162(m). Amounts paid under any of our compensation programs, including salaries, annual incentive awards, Performance Awards and grants of restricted stock and restricted stock units, may not qualify as performance-based compensation that is excluded from the limitation on deductibility.

There are different means by which the Board may pay executive compensation. One such means is the Elected Officer Annual Incentive Plan, which was established to allow for the payment of annual incentive awards that would be deductible under Section 162(m). However, that plan is not the exclusive means by which annual incentive payments may be made to Named Executive Officers. The Board in its discretion may make such awards. When awards are made outside the Elected Officer Annual Incentive Plan, however, they may not be tax deductible. For 2009,2010, we met the plan requirements for the Elected Officer Annual Incentive Plan and the 2007-2009 Performance Award payments.Plan. As a result, these payments arethis payment is considered performance-based compensation under Section 162(m).

Compensation Committee Report

Management has prepared the Compensation Discussion and Analysis of the compensation program for Named Executive Officers (beginning on page 20)23 of this proxy statement). The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal year 2009 (included in this proxy statement) with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in thethis proxy statement, for the year ended December 31, 2009, for filing with the Securities and Exchange Commission.statement.

Compensation Committee

John F. McDonnell, Chair

John E. Bryson Chair

Linda Z. Cook

Kenneth M. Duberstein

John F. McDonnell

Mike S. Zafirovski

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee during 20092010 had a relationship that requires disclosure as a Compensation Committee interlock.

Compensation and Risk

We believe that our performance-based compensation and equity programs create appropriate incentives to increase long-term shareholder value. These programs have been designed and administered in a manner that discourages undue risk-taking by employees. Relevant features of these programs include:

In light of these features of our compensation program, we conclude that the risks arising from our employee compensation policies and practices are not reasonably likely to have a material adverse effect on the company.Company.

Summary Compensation Table

The following table sets forth information regarding 20092010 compensation for each of our 20092010 Named Executive Officers; 20082009 and 20072008 compensation is presented for executives who were also Named Executive Officers in 20082009 and 2007.2008. In accordance with SEC rules, 20072009 and 2008 compensation is not presented for Mr. Luttig and 2008 and 2007 compensation isTracy because he was not presented for Mr. Hill because they were nota Named Executive OfficersOfficer in those years. Salary includes amounts deferred at the officer’s election. Consistent with our executive compensation program objectives, performance-based pay, particularly long-term incentive compensation, is emphasized in determining paycompensation packages. The Summary Compensation Table and the 20092010 Grants of Plan-Based Awards table should be viewed together for a more complete representation of both the annual and long-term incentive compensation elements of our program. In addition, we have provided a supplemental table beginning on page 3739 showing elements of our CEO’s 20092010 compensation that the Compensation Committee reviewed in making compensation decisions. This supplemental table includes a comparison of actual paycompensation realized in 20092010 to actual paycompensation realized in 2008.2009.

(4)

The amounts reported in this column for 2009Amounts reflect a combination of (a) annual cash incentive compensation, which is based on performance in 2009, and wasduring the relevant year, as determined by the Compensation Committee and Board of Directors, in February 2010 and paid shortly thereafter and (b) any payout of Performance Awards that were granted beginning in 2007 for the 2007-2009three-year performance period. The amounts reportedperiod that ended in this column for 2008 reflect a combination of (a) annual cash incentive compensation, whichthe relevant year. Because the applicable performance goals were not met, there was based on performance in 2008, and was determined by the Compensation Committee and Board of Directors in February 2009 and paid shortly thereafter and (b) anyno payout of Performance Awards that were granted beginning in 2006 for the 2006-20082008-2010 performance period. The amounts reported in this column for 2007 reflect only annual cash incentive compensation because no Performance Awards vested in 2007. The amounts of annualAnnual cash incentive compensation and Performance Award payouts respectively, for our NEOs in 2009, 2008 and 2007Named Executive Officers (before taking into account any elective deferrals of such compensation) were as follows: